The Unexpected Rookie
by Kenya Starflight
Summary: Crossover with Pixar's Cars. Lightning McQueen returns for his second Dinoco 400, little realizing that trouble is brewing in the form of a Decepticon menace... and a new rookie known as Hot Rod. First TF fic.
1. Chapter 1

**The Unexpected Rookie**

_Kenya Starflight_

_Rated PG (K+) for violence_

_NOTE: All characters, locations, situations, and anything else associated with _Cars _belongs to Pixar, with the possible exceptions of Dirk Weathers, Vince DeLorean (kudos to anyone who guesses the movie his last name comes from), and Misty Firestone. All characters, locations, situations, and anything else associated with the Transformers belongs to Hasbro/Takara. This fic is set in the Generation 1 universe before the events of the 1986 movie._

_I'm aware that Cars/Transformers crossovers have been done before (if in slightly different ways), but this idea grabbed ahold of me during my fourth or fifth viewing of _Cars _(one of the best Pixar films yet, in my opinion) and wouldn't let go, so I've decided to share it with the world at the expense of revealing the depths of my insanity. This is a totally non-serious, non-canon, completely-for-fun short fic written for the sole purpose of throwing two similar yet very different worlds together, mixing well, and seeing what comes out._

_Also, it's been years since I've seen _Transformers, _so I am relying on Wikipedia, YouTube, various books and websites, and the writings and expertise of my friend and fellow fanfic writer Roseprincess1 to write this. I apologize in advance for inaccuracies._

**Part I**

It was impossible to guess how many cars were following tonight's race -- both the tens of thousands jamming the stands of the Motor Speedway of the South and the millions more listening and watching on televisions and radios all over the country, if not the world. The Dinoco 400 always commanded a huge audience, seeing as it was the final race of the Piston Cup, so the numbers shouldn't have come as a big surprise. But tonight even vehicles that normally didn't follow racing or were only very casual fans were tuning in or struggling to secure tickets to the event, and forged tickets were commanding insane prices on the sly and on the Internet. No one wanted to miss this year's Dinoco 400, for it promised to be an unforgettable one.

"I don't believe I've seen this many headlights in the stands in years, Darrel!" announced Bob Cutlass from the commentator's booth, letting his gaze sweep the audience.

"You'd better believe it," retorted Darrel Cartrip, practically shaking in his tires with excitement. "If this race gets any hotter, my radiator's gonna blow its cap!"

"This year's seeing an incredible lineup, including the return of a controversial champion, a second shot at glory by a familiar face, and not one but four hot rookies!" Bob continued. "You all remember Chick Hicks, last year's Piston Cup winner who was booed off the awards stage by irate racing fans -- though I notice the loss of his fan base hasn't seemed to slow him down on the track, Darrel."

"Chick's bound to keep his title by hook or by crook, Bob," Darrel replied. "But can he take on the Lightning again without getting hit? Lightning McQueen's back on the track after giving up the Piston Cup last year, and I don't think anything's going to stop him from getting that cup this year!"

"McQueen's a racing legend now, Darrel, for his actions at the Piston Cup tiebreaker last year. But I don't think racing's golden boy is hanging up his racing tires just yet. Can he finally score that Piston Cup this year, Darrel?"

"I dunno, Bob. He's going against his own rookies this year!"

"Absolutely right, Darrel. Out of the four rookies that have taken the track by storm this year, three of them are alumni of McQueen's own racing school based in Radiator Springs! There's Dirk Weathers, son of the legendary Strip Weathers, and it looks like he's got everything that made his father The King!"

"Can he fill his father's tires, Bob, that's the question everyone's asking!"

"There's Vince DeLorean, who got his start as an inner-city street racer but is now going legal and going strong! And there's Misty Firestone, the first woman racer in a Dinoco 400 since 1985! McQueen's trained them well -- the question is, has he taught them TOO well?"

"They don't got the Hudson Hornet as crew chief though, Bob!"

"True enough. But that doesn't seem to have hurt the fourth rookie at all!"

"Yeah, Bob, I don't think any rookie's ever caused this big a splash in the racing world, except maybe McQueen! I tell you, if this kid went any faster, he'd break the sound barrier!"

"That'd be Rod Witwicky, folks, the newest racing sensation! This kid seems to have come straight out of the blue to knock the hubcaps off the entire racing world. But does Witwicky have what it takes to win that cup?"

"We'll just have to wait and see, won't we, Bob?"

"And I know how hard that'll be on you, Darrel," laughed Bob, watching his fellow commentator vibrate with barely contained glee. "The Dinoco 400 begins momentarily, after a message from our sponsors."

_Break..._

In a private meeting room in the lower levels of the speedway, a motley collection of vehicles was gathering together for a pre-race discussion. This wasn't unusual -- often crew chiefs would herd their racers and pit crews into one of these rooms in order to give them sound advice where the competition couldn't overhear. What made this gathering different, however, was that these vehicles weren't here to discuss racing tactics.

"Everyone here?" asked the largest vehicle present, a red and blue Freightliner semi truck. "All right Jazz, shut the door."

The Porsche complied, then reclaimed his place in the crowd. The vehicles present included the aforementioned semi and Porsche, an ambulance, a police car, two Lamborghinis, a Jeep, a Nissan van, a Lancia, and a Firebird. Like the other vehicles present, each gleamed with a high polish to look their best for race day. Unlike other vehicles present at the Dinoco 400, their eyes and mouths weren't visible, though this oddity didn't seem to hamper their sight or speech at all. Any other car poking his hood in for a peek would have assumed he was in a room full of mutants.

"Prowl, do we have a report from the Aerialbots yet?" asked the semi.

"Affirmative, Prime" the police car replied. "Silverbolt has confirmed that at least three of the five jets involved in the flyover are known Decepticons. Megatron is definitely here."

"And have Mirage, Bluestreak, and Bumblebee reported from the audience?"

"No sign of Decepticons in the crowd," Prowl replied.

"That doesn't mean they aren't there, though," the Lancia said gravely. "They're not called Decepticons for nothing."

"Right, Wheeljack," Prowl agreed.

"Hot Rod, have you noticed anything trackside?" asked Prime.

"No, sir," the red Firebird replied. "Nothing to indicate any of the racers is on the Decepticons' side. Except maybe Chick Hicks, but that could just be because I don't like him."

"Does anyone like that stuck-up piece of slag?" muttered the ambulance.

"Ratchet," Prime chastised, a scowl in his voice.

"I still don't see why Hot Rod's the one that gets to race," muttered the yellow Lamborghini. "His alt mode isn't even a race car..."

"Because he's young enough to make a believable rookie, he's got a sharp eye for detail, and we can trust him to fulfill his primary duty on the track without losing his head during the race," Prime informed him. "May I remind you, Sunstreaker, that the last time we sent you on a reconnaissance mission here..."

"Yeah, yeah, I ended up in an impound yard," grumbled Sunstreaker. "Rub it in, won't you..."

"Hey, don't act like you're the only one who suffers," snapped the red Lamborghini. "I was locked up with you and I didn't even do anything..."

"Sunstreaker, Sideswipe, stow it," grumbled the van. "We dun need yer lip this mission, 'kay?"

"Well said, Ironhide," said Wheeljack.

"Remind me again what exactly the Decepticons hope to gain from infiltrating the Dinoco 400," the jeep requested.

"Intelligence is sketchy, but we believe the Decepticons hope to gain control of the Dinoco oil company," Prowl informed Hound. "It's possible to process oil into energon, I'm sure you're aware, and if they directly control the company that drills and refines the oil, they could guarantee an almost unlimited source of energon for their own uses. It's unclear just how this involves the race, but our guess is that they hope to enter their own racer to win the Piston Cup and secure the Dinoco sponsorship, which would be a step in acquiring the company for themselves."

Prime was silent a moment; were he in robot form, he would have worn a frown. "Something about this doesn't seem right," he noted. "I've never known Megatron to be this cunning." He considered a moment, then resumed speaking to his troops. "Everyone keep an eye out. Jazz, as crew chief, you have the best view of the track. Use it to your advantage. The rest of you have double duty as pit crew and as the Autobots' eyes and ears in the pits. Report anything suspicious the _instant _it comes to your attention. Hot Rod, you have the trickiest job -- looking for possible Decepticon activity on the track. Keep an eye out, keep Jazz informed, and above all be careful. The last thing we need is for you to wreck out there."

"Yes, sir," Hot Rod acknowledged.

Prime turned to Hound. "Activate the holograms."

Hound complied, and within moments every Autobot's windshield and front bumper was graced with a holographic image, giving them the appearance of having eyes and mouths like the natives.

"Autobots, roll out!"

Hot Rod's pit crew left the room, leaving only Prime and the racer behind. Prime turned slightly to address the smaller vehicle.

"One more thing, Hot Rod," he advised, a kindly note in his voice. "Enjoy the race. Yes, we have a mission to complete here, but that doesn't mean you shouldn't do your best out there."

Hot Rod's holographic face beamed in a smile. "I plan to. I'm hoping to finally beat Lightning McQueen this time."

Prime's own holographic features looked thoughtful. "You mentioned that McQueen has students of his own out on the track."

"Yes, sir. He has a racing school."

"So there are other racers affiliated with McQueen..."

"Prime, you're not suggesting..."

"Hot Rod, I know you respect McQueen. But we cannot eliminate the possibility that he could be working for the Decepticons. The fact that there are three other vehicles on the track that are at least somewhat loyal to him increases that possibility."

"You're saying he formed the racing school to put more Decepticon cars on the track?"

"It's only a theory, Hot Rod, and nothing more. The only reason I'm pointing it out to you is so you don't automatically exclude McQueen from your observations. We can't afford to overlook anything."

Hot Rod was obviously unhappy with this order. "He's a nice guy, Prime. I can't see him working for the Decepticons in any way. If I had to pick a Decepticon on the track..."

"It would be Chick, I know," Prime replied, familiar with this spiel. "But don't let your dislike for Chick keep you from doing your job. Likewise, don't let your friendship with Lightning keep you from doing your job as well."

Hot Rod sighed. "Yes, Prime."

Prime turned and opened his trailer. "Get in. You have a race to run."

The Firebird pulled inside the trailer, and Prime closed it up and carried the young vehicle outside.

_Break..._

"Nice job out there!" Lightning McQueen shouted as his students pulled back into the pits from their warm-up lap. "Dirk, doing much better on the passing. Misty, great work on your turns. Vince, great job, but hey, save some of those sweet moves for the race, why don't you?" He said that last with a laugh.

Dirk Weathers, a sleek Plymouth Sunbird just a shade darker than his father's Dinoco blue, grinned brightly before heading off toward his pit crew for the pre-race prep. Lightning smiled himself. He'd never thought that he would be playing mentor to the son of Strip "The King" Weathers, one of racing's legends. So of course he had been totally unprepared when, shortly after his racing school had opened, Weathers himself had shown up, practically dragging the younger car after him by his fender.

"I can't teach the boy a blasted thing," the King had complained. "Won't listen to his old man, thinks I'm an idiot. Maybe you and Doc Hudson can teach him a thing or two." And he had unceremoniously dumped his son at Lightning and Doc's wheels.

The King's request had completely floored Lightning, but fortunately Doc was more sensible and immediately threw himself into the younger Weathers' training. It had become quite clear that, while Dirk had all his father's speed and skill, he had an ego that Doc said more than once "reminds me of you when you first came here, McQueen." A little of Doc's dirt-racing treatment – and more than one spill in the cacti – had served to deflate that ego a little, but Dirk was still pretty cocky and prone to taking unnecessary risks on the track. Doc told Lightning not to worry, that sometimes it took a few years for rookies to completely lose their sense of superiority.

Misty Firestone went straight to her pit crew and waited patiently while they changed out her tires and topped off her tank. Lightning had to admire the royal purple Buick Regal's guts. Unlike most girls her age, she wasn't content to watch racing from the sidelines; she wanted to participate. She had shown up at Radiator Springs nine months ago with a set of racing tires in her back seat and a determined set to her bumper that brooked no argument.

Doc had protested that racing was a man's sport, and that she was liable to scratch her paint or scuff her hubcaps out there. She replied that she was going to race in the Piston Cup, she'd come so far already, and she wasn't about to give up now just because some know-it-all Hudson thought girls couldn't race! And quite to Doc's indignant surprise, every resident of Radiator Springs, especially Sally and Flo, had taken Misty's side against him.

Lightning admired her determination, for it had not only gotten her past the skeptical officials of a male-dominated sport, it had taken her clear to the Dinoco 400. She possessed a remarkable drive to see a goal through to completion, be it to secure a spot in Lightning's racing school, track down a rare piece of racing memorabilia… or score that coveted gold cup. But such drive had a negative side, for she was so obsessed with racing that things like a social life tended to get left on the sidelines. If it weren't for the curious bond all three rookies had formed with their mentor and each other, she would be totally friendless.

Vince DeLorean paid a brief, brusque visit to his own pit crew before slinking off to a corner, nursing a can of Fillmore's prickly-pear-flavored organic fuel. The dark silver Ferrari F430 had come to Radiator Springs in much the same way Lightning had – lost, speeding, and desperate to find the interstate and get back to "civilization." Rather than sentence him to community service, however, Doc had decided all Vince needed was a little guidance… and had handed him over to Lightning to "rehabilitate."

Unlike most of Lightning's students, who showed up with little more than a dream to race, Vince had several years of experience under his hood. Granted, most of that experience was illegal street racing, but that unorthodox knowledge gave him a great deal of advantage over other students. Having dealt with unpredictable traffic, unfamiliar streets, and police vehicles for years, his greatest strength was in negotiating the unexpected obstacles the track had to offer, such as major wrecks and aggressive opponents.

Vince had been a reluctant, even hostile student at first, wanting only to complete his "sentence" and leave. But thanks to Doc and Lightning's patience (and a few tractor-tipping excursions with Mater), he gradually began to warm to the idea of racing professionally. And when Lightning had taken his students through Doc Hudson's racing museum, Vince had become hooked on the prospect of winning a Piston Cup for himself.

Once the three rookies had parted ways, he headed over to his own pit crew. Doc Hudson was in place on his platform, studying the competition with a critical eye. Beneath the former champion gathered the residents of Radiator Springs, here to aid and support their hero – Sarge, Fillmore, Ramone, Flo, Luigi, Guido, Mack, and of course his girlfriend, Sally, and best friend, Mater. Only the Sheriff, Red, and Lizzie were absent, looking after the town for the rest of the residents.

"Fill 'er up, Fillmore," he told the VW van. "Luigi, did the racing officials ever approve my racing whitewalls?"

Luigi snorted. "Officials. They know nothing. Blackwall tires have no class. No pizzazz. I guarantee you that more cars would watch racing if the racecars wore whitewall tires…"

Guido rolled his eyes, then picked up a blackwall tire and began fitting it to Lightning's wheels.

"Oh well, maybe next year," Lightning said in an attempt to console the Fiat.

"Be safe, Stickers," Sally told him, kissing him softly on the fender.

"I will, don't worry," he replied easily, flashing a confident grin. "I have the best pit crew in the world to keep me going, don't I?"

Mater rolled up alongside Lightning and gave him a friendly bump, one that knocked him about a foot to the side. "Hey Lightning, whaddaya say when this is all done with, we go celebrate? Y'know, enjoy the night air, stretch our tires, tip a tractor or two…"

Mack gave a weary sigh. "Oh, come on! Don't you do anything else for fun besides tractor tipping? You tractor tip on birthdays, on Founding Father's day, on Saturday nights…"

"C'mon, it's FUUUUUN!" gushed Mater. "Betcha we could tip ol' Frank himself if you'd come with us an' honk your big ol' horn, Mack…"

"Mater, we don't even know I'm going to win this race," Lightning told him.

"So? We'll celebrate if Dirk or Misty or Vince wins. Heck, even if NONE of you wins, we can celebrate anyway! Hey, why dun you invite that Roddy feller over an' he can join us? Betcha that boy's never been tractor tippin'…"

"Speaking of him, here he comes," Sally observed, watching the great red-and-blue truck that always carried Rod Witwicky onto the racetrack roll into view. The crowd erupted into applause as the truck positioned itself and opened, revealing the red and yellow Pontiac Firebird that had arrived on the racing scene seemingly out of nowhere to become one of this year's hottest rookies.

Lightning found himself transfixed by the scene – Rod standing at the top of the loading ramp looking down at the gathered reporters and cameramen, camera flashes bursting in his face, the crowd roaring from the stands and chanting for the "Hot Rod" to make his appearance. That had been him last year… that had been Lightning McQueen, the incredible rookie, the fan favorite, the car who had commanded huge audiences and fanbases wherever he had gone…

Doc's chuckle broke him out of his reverie. "No matter how good you are, kid, they always move on to the next rookie in line sooner or later."

"I'm not jealous," Lightning protested.

"Sure," Doc said with an ironic shrug of his front fenders. "What is there to envy, anyhow?"

Most rookies would have stood in the limelight for as long as possible, grinning and posing for the cameras and hamming it up for reporters and fans. But Rod simply greeted the paparazzi politely and maneuvered past them to get to his own pit crew, a hodgepodge of vehicles with a white Porsche serving as crew chief. Even Tex, the owner of Dinoco, got little more than a friendly "Hi" when he approached the young rookie. It often seemed to Lightning that Rod had no use for popularity, something that had confused Lightning's rookies but earned the young car points in Doc's book.

Lightning actually liked the kid, despite the fact that many considered him to be his biggest rival for the Piston Cup. They had raced together every race of the season, of course, but their first actual face-to-face meeting had been at the Lightyear 300, when Rod had come in second to Lightning. He hadn't seemed upset at all at the placing – on the contrary, he had heartily congratulated him and introduced him to a few members of his pit crew. Since then they'd had friendly chats at just about every race, though so far Rod had politely turned down Lightning's offers for a visit to Radiator Springs.

"Hey Rod!" Lightning called out.

The Firebird turned at the sound of his name. Upon spotting Lightning he smiled and rolled toward him. "Hi, Lightning."

"Dinoco 400 all you thought it would be?" Lightning asked.

"Well, I wasn't sure what to expect, so I guess I would've been surprised no matter what," laughed Rod. His gaze moved to the stands, where many cars were still chanting "Hot Rod! Hot Rod! Hot Rod!" "Though I sure wasn't expecting the big welcome."

"You're the rookie of the year, kid," Lightning told him. "Of course they love you." He noted the car's shifting tires and tight lips, something he'd often seen in his own students before a big race. "Nervous?"

"Yeah, I am."

"Well, don't be. You'll do just fine out there."

At that moment two convertibles pushed through the crowd to stand before Rod, eager expressions on their hoods. Bright red with yellow flames to mimic Rod, they practically trembled with excitement as they addressed him.

"Hi, I'm Mia!" one exclaimed.

"And I'm Tia! We're twins!"

"I noticed," Rod said a little hesitantly. "What's with the paint job?"

"We're your biggest fans!" Mia replied. "Look, I have your number on my rear fender!" She twisted to reveal a bright yellow 42 over her right rear tire.

"So do I!" Tia gushed, and turned to prove her point.

"Um… wow, nice," Rod replied half-heartedly.

"Hey girls, don't you think you'd better get up in the stands?" asked Lightning, coming to the younger car's rescue. "The race'll be starting soon."

"Lightning!" squealed Mia. "Oh, will you sign my bumper?"

Despite his earlier insistence that he wasn't jealous of the attention Rod received, he couldn't help but feel a thrill of pride that, for all their devotion to the rookie, the girls still held him in esteem as well. Briefly he wondered if he could get away with autographing the young convertible… if Sally was looking the other way…

"Well, if it ain't the rookies," came a gruff sneer.

The twins offered Chick Hicks a disgusted look and veered off as the green car shoved past a hapless forklift to encroach on the conversation. Chick had lost many of his sponsors over the past season and so sported far fewer sponsor stickers, but his ego seemed pretty much intact. He had managed to shove and bump his way back to the top of another season, much to the dismay of every other racecar and most of the fans. Lightning had so hoped that his actions at last year's Dinoco tie-breaker would get him barred from the Piston Cup this year, but there hadn't been any way to prove the King's crash was anything but an unfortunate accident.

Rod narrowed his eyes, and his engine lowered to a threatening growl. That startled Lightning. Chick was the racer everyone loved to hate, but Rod's anger toward the green racer seemed deeper…

"So what should we start calling the two of you now?" laughed Chick. "The Lightning Rod?" He howled at his own lame joke. "Hey McQueen, since your little stunt last year was so popular, maybe you can push one of these amateurs here the entire race, huh? Get some sympathy publicity for your racing school. Just make sure to keep 'em out of my way when I blow past you, all right?"

"Whatever, Thunder," Lightning retorted.

"Oh come on, McQueen, that gag is so last year…" Chick sneered.

"Hey Hicks, what's up with your pit crew?" asked Rod in a completely casual voice.

"Huh?" Chick whirled – and gave an outraged scream.

Lightning craned to look around the green car and see what was going on for himself. He saw the pit crew, all right. Unlike Lightning and Rod, most other racers opted for pit crews composed entirely of electrically powered forklifts. The forklifts that made up Chick's crew were currently on the turf that covered part of the infield – in fact, it didn't look like they'd be leaving that turf anytime soon. Someone had felt compelled to plant them there by jamming their forks into the ground like so many lawn ornaments.

"Some new kind of pit crew yoga, Chick?" asked Lightning, then he clamped his teeth together to choke down a laugh.

Chick shot him a dirty look, then tore off.

Once he was out of earshot, he and Rod let their pent-up laughter spill out. By the time he got himself back under control, Lightning's undercarriage hurt, but he felt a lot better.

"I wonder who did that," he mused. He hoped it wasn't Vince. The last thing the Ferrari needed was a bad reputation, especially with his street-racing background…

"I'm pretty sure I know who did it." Rod cast a meaningful glance at his own pit crew. Underneath the crew chief's platform were two Lamborghinis, one red and one yellow, who were practically rolling on the asphalt laughing as they watched the racing officials attempt to rescue Chick's pit crew. A police car was giving the two of them a rather disgusted look, but the crew chief looked positively tickled.

"Sunny and Siders," Rod explained. "They're the biggest pranksters in the Auto… in the pit crew. They mean well, but they can be a handful."

A truck's horn blared, and the Lamborghinis immediately shut up and got back to work under the Freightliner's baleful glare.

"At least your driver keeps them in line," said Lightning.

Rod smiled. "Prime does his best. He's been my mentor for a long time now. I respect him."

Lightning gave him a quizzical look. "A semi truck is your racing mentor?"

"Not my racing mentor, no. But I've looked up to him for years. I think you'd like him; maybe I should introduce you to him after the race."

"I'd like that."

Rod sighed. "Well, better go get prepped. Good luck."

"Same to you." Feeling a little obligated to give the younger vehicle some advice, he added: "And remember – there's a lot more to racing than winning. When it's all said and done… it's just an empty cup."

"Okay," Rod replied. He considered a moment, then blurted, "Oh, and McQueen? Be careful out there, okay?"

And with that, he turned back to his pit crew. A jeep began fueling him while a Lancia and a van took care of his tires, using some kind of hardware mounted onto their bumpers to do the job.

"What do you think of the kid?"

"What?" Lightning jumped and turned to see Doc looking meaningfully at him. "Doc, don't scare me like that."

Doc lifted his eyebrows expectantly. "Well?"

"He's a good kid. Hasn't let all this go to his head…"

"He's jumpy," Doc noted. "Not the pre-race jitters, either. He knows something we don't."

"What's that supposed to mean?"

Doc nodded at Rod's crew chief. "Jazz came up to me before the race trying to get friendly. He specifically warned me to be careful."

That made Lightning think. "Rod told me the same thing. But still, they're probably just being courteous…"

"Sarge says their jeep fellow, Hound, told him the same thing. Same with Prime to Mack, and those Lamborghinis to Luigi and Guido, and that Lancia to Ramone, and… well, you get the drift. You get what I'm driving at, kid? They know something we don't."

"Like what?" demanded Lightning.

"I dunno, kid, but I don't like it. Keep an eye on that boy during the race. Make sure he doesn't try anything fishy."

Lightning couldn't see Rod doing anything remotely questionable on or off the track – except enjoying a laugh at the antics of his pit crew, of course. But then, he didn't know the young car well, he supposed. Rod was pretty tight-lipped regarding his past, never naming a hometown or a family of any sort. His racing records stated that he hailed from Oregon, but that was all anyone seemed to know. But simply because he didn't like to talk about his origins didn't mean he had terrible secrets to hide. Maybe he was just shy in that respect, or he didn't consider that information important. At any rate, it made little difference to Lightning.

"Rod's a good kid," he replied. "He's not going to try anything."

Doc gave him a hard stare. "Just stay alert. Better safe than sorry." And he headed back for his platform.

"Geez, he's starting to sound like Fillmore," Lightning muttered. "Why does everything have to be a big conspiracy anyway?"

"We just don't want to see you hurt," Sally replied, pulling up beside him. "Racing's dangerous enough as it is. If something really is going on… we want you to come out of it in one piece."

He gave her a confident smile. "I'll be fine, Sally. You'll see. Nothing's going to happen to me out there… except maybe me coming home with a nice centerpiece."

She smiled. "Good luck out there, Stickers."

"Thanks, dear."


	2. Chapter 2

**Part II**

Speed.

He was speed.

The track, the packed stands, the crews in the pit all blurred by in multicolored swaths on either side of Hot Rod as he screamed around the track. He hunkered low over his wheels to cut his air resistance, feeling the wind ripple over his frame and the rough asphalt roll away under his tires. Raw power coursed through his body, and the thrill of the chase surged through his circuits…

He shook himself a little to jolt himself back to reality. He had a mission here. And he'd be slagged if a Decepticon escaped his notice just because he was too caught up in the race!

It was still fairly early in the race, and the drivers were still jockeying for position at this point. A few of the hotshots were up at the front wasting their gas; more prudent drivers were holding back, knowing that just because you were in the lead first didn't mean you would stay there. Hot Rod wove through the pack without trying to make it obvious that he was looking for something, studying each vehicle and mentally reviewing what he knew about them.

_Let's see, Number 79… Steelie Dan. Aggressive driver, a loudmouth off the track… but no, he's lost too many races, Megatron wouldn't keep him in the running with that record…_

"You're clear to pass him on the right," Jazz informed him over the comm.

He swiftly veered right to squeeze between Steelie and the wall. Steelie shouted something at his rear bumper that he didn't understand but was sure meant something foul.

_Number 31, Misty Firestone… one of McQueen's students, driven, determined, a loner… maybe keeping herself apart because she's a Decepticon? Megatron's not one to recruit femms in his ranks, but he might start..._

A flash of green flickered out of the corner of his optic, and Misty had to swerve violently to one side to avoid a collision with Chick Hicks. In doing so, however, she lost control and spun out onto the infield. Chick laughed nastily and punched his accelerator.

_And good ol' 86, Chick Hicks… certainly evil enough to give Starscream a run for his money… cocky, mean-spirited… but there's no way Dinoco would give him the sponsorship even if he won… he's just too unpopular…_

"You're awful quiet, kid," Jazz noted. "You not finding anything either?"

"Not a clue," Hot Rod replied. "Besides, all the cars look the same when you're looking at the taillights."

Jazz laughed. "The view should improve once you reach the head of the pack… watch it, wreck ahead!"

Just around the next turn, someone had blown a tire and careened out of control, plowing into car after car in the process, filling the air with smoke and screams and the harsh clang of metal on metal. Hot Rod instinctively braked, keeping just enough speed to ensure he didn't slip too far behind but slowing down enough to navigate the impromptu obstacle course with some degree of ease. It wasn't especially difficult – in fact, he'd crossed battlefields in vehicle form that had proven to be trickier than this.

The pace car pulled out in front of Chick Hicks, who was currently at the head of the pack, and activated its lights, the signal to slow down until the accident was cleared up. The green racer scowled but slowed down, trailing so close behind the pace car that his grille nearly brushed his bumper. Just behind Chick…

_Number 95, Lightning McQueen…_

He almost didn't continue to process that thought. Lightning had been nothing but friendly to him, offering him advice and congratulating him in his victories. True, from what he'd heard Lightning had been nearly as egotistical as Chick some time ago, but that was no longer the case. And while he would never quite lose his cockiness on the track – but then, what racer ever did? – he never resorted to crude or backhanded tactics to make his way to the head of the pack. In short, if Chick was the prime example of a Decepticon on the track, Lightning was the closest thing to an Autobot out there.

But he remembered Prime's instructions, and he forced himself to evaluate Lightning as he would any other racer.

_Lightning McQueen, heads his own racing school… self-confident, bold, prone to showy maneuvers on the track… three students of his own out here… big favorite of the crowd… was offered the Dinoco sponsorship last year but turned it down… possible that he'll be offered it again this year whether he wins or not…_

He didn't like where this was going at all… but before he could think any more on the subject Jazz broke into his processing.

"I dunno why you're lollygagging there, kid, the pace car pulled out already. I'd pick up the pace if I were you!"

"Slag," he muttered, forging ahead to make up for lost ground. Deftly swerving and weaving through the other cars, he managed to climb back to the head of the pack, though he was careful to remain behind the leaders. If he took the lead now, he would be unable to keep an eye on the other racers.

"Looked like something grabbed your interest there, kid," Jazz noted. "See anything?"

"Not really," he said evasively, trying to stay focused on the track.

"C'mon, kid, what's on your CPU? If you don't talk now, you know Optimus'll pry it out of you later…"

"Nothing, okay?" Hot Rod insisted, easing to the left to keep Dirk Weathers from passing.

"One of the cars got your attention, huh?" Jazz theorized. "Which one?"

He didn't reply, only slid farther over as Dirk searched frantically for an opening.

"Hot Rod, this is important." Prowl's voice broke in over the comm now. "The sooner we know which racer's the Decepticon, the sooner we can get our job done here before someone gets hurt."

He wanted to lie and say Chick… but the truth was that it made sense that Lightning would be the Decepticon recruit on the track. Reluctantly he relayed the information to Prowl.

"You're sure?" Prowl inquired.

"Not completely," confessed Hot Rod, "but it makes sense…"

"Try to pass him," suggested Prowl, sensing the younger mech's dismay. "If he acts aggressively, it'll tell us a bit more. I never knew a Decepticon who liked to be bested."

Hot Rod gunned his engine, leaving Dirk behind to chew exhaust. He slid easily past Vince DeLorean and edged toward Lightning's spoiler. The red racer seemed oblivious to Hot Rod at the moment, intent on passing Chick rather than on what was behind him. When Jazz pointed out an opening, he took advantage of it, easing sideways and pulling forward to overtake him…

A droning roar impinged on his audial transceivers, at first barely discernable over the roar of over forty engines, but then gradually building to a terrible crescendo. Hot Rod recognized it at once – the scream of a Decepticon's engines.

He looked skyward to see three jets tearing through the night sky, arrowing in on the track like metallic birds of prey.

"Jazz!"

"I see 'em, I see 'em!" Jazz shouted. "Get off the track now!"

Easier said than done – he was hedged in on both sides by fellow racers, who were oblivious to the Decepticon menace overhead. It wasn't until the track ahead began splintering into pieces that they finally realized something far bigger than the Dinoco 400 was going down.

Chick and Lightning slammed on their brakes, skidding out of control. Hot Rod just barely managed to avoid rear-ending Lightning by swerving hard to the left, only to feel a jolt through his entire frame as Vince, unable to stop himself in time, slammed into him with enough force to knock him forward a good ten feet. What had been a fierce race mere moments ago had turned into an ugly pile-up that was growing worse by the second.

And that was only the beginning.

The jets obviously weren't satisfied with merely blasting out the track – evidently they felt that a more hands-on approach would be better. After circling once and shooting out a few more sections of track for good measure, they touched down and transformed, towering over the racers and wearing grins of malicious delight.

"Autobots, transform!" came Prime's command over his comm. "Roll out!"

_Break…_

Lightning gasped and slammed on his brakes as the asphalt ahead of him shattered violently. On his right, Chick did the same, managing to halt himself just inches from the ruined section of track. On his left, Rod skidded desperately to a stop, just missing clipping Lightning's bumper. Before Lightning could ask if the rookie was all right, Vince bashed into Rod, almost sending him flying into the rubble. Then Lightning felt something ram him from behind as another racer failed to stop in time.

"Lightning, what happened out there?!" demanded Doc over the radio.

"I dunno!" Lightning retorted. "The track just blew up!"

"Get outta there now!" Doc advised. "You're going to get yourself pulverized if you're out there much longer!"

"Hang on, I gotta get the others," he replied. "Vince, Rod, you two okay?"

Vince nodded, though his hood had buckled slightly and a hubcap had come loose in the crash. Rod looked rather dazed, and a bluish fluid was leaking from his undercarriage. But he was still running, at least, and he offered Lightning a game smile.

"Vince, help me find Dirk and Misty," ordered Lightning. "Rod, get off the track and find my crew chief, Doc. He'll fix you up…"

Chick gave a high-pitched scream that would have been comical had circumstances been different. Three of the jets from the pre-race flyover had landed on the track… but they weren't jets anymore.

Lightning felt his mouth drop open as he stared up at the creatures. They were huge, easily over twenty feet high. They gleamed with thick metal armor and bristled with weaponry. Though their wings were still visible jutting from their backs, he could see no wheels or treads – rather, they bore powerful limbs like some mythic beast. Their eyes glowed like rubies in their silver faces, and terrible grins were set on their mouths as their gazes swept the racetrack.

Before any of the racers could react, one of the creatures, plated in white and red, smirked down at them and turned to the others. "Go on and have some fun, you two. I'll take care of business."

As if his words broke the spell that had been laid over the track, the racers scattered almost at once, some bolting for the exits (Chick being the first out the door), others simply trying to put as much distance as possible between themselves and the mysterious robots. A few racers were too damaged to make it much farther than a few yards, however, before the robots pulled guns and began firing.

Lightning located Dirk in the mess and cringed – the young Sunbird had practically been T-boned in the big wreck. Whoever had rammed him had left imprints of their bumper and chips of orange paint in his right side, and the tires on his left side had been knocked clear off the rims. He stared, petrified with fear, at the huge black-and-violet robot that advanced on him now, aiming its gun.

"Dirk!" Lightning screamed, and he whirled around to charge the robot, intent on helping his student…

But a weight settled on his hood, holding him in place so his tires only spun uselessly. Something had grabbed him… a hand?

He looked up to see an enormous black-and-white robot towering over him, lacking the wings of the three attackers but no less impressive for that. His eyes were hidden by a blue visor, and he wore an amused smile on his silver face.

"Hold your horsepower, son," he advised. "You've got guts, but you aren't a match for Skywarp."

Lightning found himself gaping again. He knew that voice…

"Jazz!" bellowed the robot threatening Dirk, now pointing his weapon at Lightning's captor. "You meddling Autobot!"

"Now Skywarp, is it really any fair kicking a guy while he's down?" asked Jazz casually, letting go of Lightning and standing to his full height. He pulled a gun of his own seemingly from nowhere and proceeded to fire it at the winged robot, who staggered from the impact.

"Rod, that's your crew chief?" breathed Vince, sounding more impressed than stunned.

Before Rod could answer, Jazz addressed him again. "Lightning, you and Vince take your friend off the track before he gets stepped on or worse. Hot Rod, help get the racers off the track."

Rod tore off. Lightning had just opened his mouth to ask what had just happened here when Misty appeared at his side.

"C'mon, Lightning, we gotta help Dirk!" she insisted, pushing him toward the injured racer. "Vince is already out there, let's help him!"

Together the three cars managed to push Dirk off the track and into Lightning's pit. Doc looked over Dirk quickly, decided there was nothing he could do for him until they got him away from the chaos, and ordered Mater to haul him to his driver.

"Someone please tell me I'm not the only one seeing all this," Fillmore pleaded, his eyes wide.

"I wish I could say that!" exclaimed Flo in reply.

The racetrack was in chaos. The spectators were screaming in terror and stampeding for the exits. Racing officials were struggling to maintain some semblance of order, working to evacuate the track and stands. More of the gigantic robots were pouring onto the track, some diving down from the sky, others emerging from the stands or Rod's pit crew. Several of them had promptly engaged in an all-out fistfight on the track, while others fired with seemingly no discrimination upon each other or on the fleeing racecars. Lightning couldn't make out what was going on at all, now was he sure he wanted to.

"Lightning!" exclaimed Sally, rushing toward him. "Are you all right?"

"I'm fine," he assured her. "Where's Vince and Misty?"

"I had Sarge take them to the exit," Doc replied. "Dirk's driver's getting him out of here. They'll all be fine."

"Good," sighed Lightning. "What about Rod?"

Doc gave him a strange look. "What about him?"

"Did he make it outside? Is he all right?"

"Look for yourself," Doc suggested.

Lightning followed Doc's gaze… and felt something in his engine jar. A red-and-orange robot stood by the main exit from the speedway, standing guard as the racers evacuated. Bright yellow flames were painted across his chest, and while as heavily armored as the rest of his comrades, he didn't appear to be quite as bulky. His bright blue eyes narrowed in concentration as he fired on the winged blue robot who was currently threatening the fleeing racers.

_No… that can't be him…_

The red robot turned to lock eyes with him, and he mouthed two words – _get out._

_It IS Rod!_

Sarge showed up at that moment. "All the cars and their pit crews are out except us, sir!" he barked, sounding exactly like a soldier reporting to his commander. "I suggest we fall back ourselves!"

"But what about the people here?" demanded Sally, bracing her tires against the ground as a solid indicator that she was staying put. "There's no way we can get all the spectators out before these things tear the raceway apart! We have to do something…"

"Sally, what do you expect us to do?" exclaimed Mack, who was practically shaking in his tires with fear. "Those things'll blow us up and step on the pieces!"

At that moment, a harsh voice rang out, temporarily muting most of the rest of the chaos. As one McQueen's pit crew whirled to stare at the latest arrival, a gleaming silver being with scarlet eyes, a commanding face, and a cannon big enough for Guido to drive through strapped to his arm.

"I am Megatron, leader of the Decepticons!" he announced. "You people have something I require. Cooperate, and you will leave this venue alive!"

In response Jazz fired at the silver robot, striking his shoulder and raining sparks down on Lightning and the others. Megatron retaliated instantly, swinging his weapon-arm around to point at the black-and-white robot. Jazz barely dodged in time before a stream of red energy burst from the cannon, obliterating another section of track and part of the wall behind it.

"Megatron, sir, I got him!" came a high rasping voice, and the winged red-and-white robot bolted through the chaos to stand before Megatron, carrying something in his arms. With a shock Lightning recognized it as Tex Dinoco. The gold Cadillac sported several dents and a blackened door that was hanging at an awkward angle, but somehow neither his injuries nor the fact that he was currently in the grip of a giant killer robot seemed to be upsetting him as much as seeing the race interrupted did.

"Dinoco," Megatron purred, offering a slimy smile to Tex. "We have much to discuss, you and I."

"What in tarnation gives you the right to do this?" demanded Tex, the horns on his hood shaking in anger. "Don't you know who I am?"

"The owner of the oil company, of course," Megatron replied. "Which is exactly why I wished to have a chat with you…"

At that moment, Lightning made his decision. Before anyone could stop him – and before he could think twice about the rationality of his choice – he gunned his engine, tearing out of the pit and for Megatron's leg. Bracing himself for the impact, he veered close and sideswiped the robot's ankle, leaving red streaks in the finish… and more importantly, making him stagger.

"Lightning, get back here!" shouted Sally.

Ignoring the shouts of his pit crew and the searing pain in his badly scraped panels, he swerved hard to face Megatron again. He raised a fender, positioning it so his lucky lightning-bolt sticker was reflecting the racetrack lights directly into the Decepticon leader's eyes. Megatron grunted in pain and raised an arm to shield his eyes.

"Ka-CHOW!" Lightning laughed. "Take that!"

"Get out of here, McQueen!" ordered a deep, powerful voice, and a bright blue hand clamped onto Megatron's shoulder and spun him around. Lightning backed up instinctively as the newcomer, a red-and-blue robot with a silver mask covering all but his blue eyes, drew his fist back and planted it squarely on the underside of Megatron's chin, toppling him. The red-and-white robot shifted Tex to one arm and scrambled for his weapon, but a blow to the head knocked him out cold and sent Tex rolling.

It was then that Lightning got a good look at the new robot's chest – and saw that it matched the face of Rod's driver almost exactly.

"Prime?" he gaped.

The robot nodded, then pointed in the direction of the raceway's exit. "Take your pit crew and go. It's too dangerous for you to be here…"

"I'm not leaving until I know what's going on!" Lightning retorted. "Who are you?"

Prime turned his head to regard the pitched battle taking place on the track, with robots of all shapes and colors doing their level best to pulverize each other. "Now's not exactly the time or place for an explanation, but since you insist…" He turned back to Lightning. "I am Optimus Prime, leader of the Autobots. We have been fighting the Decepticons for some time, and we learned that they sought to infiltrate the Dinoco 400 as part of a plot to take over the Dinoco oil company in order to power their army. So we entered our own racer in the hopes of stopping them."

"Some job of stopping them you did," snapped Doc, pulling up beside Lightning at that moment. "I knew there was something off about you…"

"We can discuss that later," Prime interrupted. "For now, take Mr. Dinoco and your pit crew and go. I won't see you caught in the crossfire…"

"Prime, look out!" shouted Jazz.

Prime whirled… and caught a fist in the face from an enraged Megatron. Lightning and Doc retreated as the two robot leaders began grappling.

"We'd better do as he says," Doc advised Lightning. "Come on, let's round up the others and go. This is out of our hands now."

Lightning didn't reply right away, still struggling to process what was going on. Rod had been one of these beings all this time… small wonder he didn't talk about his past! After all, how many cars were going to believe a rookie who claimed to be a giant transforming robot? This changed everything he'd thought about Rod…

He paused and turned to look at the red robot one more time. He was standing over the fallen Tex now, grimacing in concentration, gripping the arms of an enraged Skywarp to keep him from getting to the Dinoco owner. No, this didn't change Rod, not at all. This was still the Rod he knew, the Rod that looked out for others and didn't consider himself above anyone else. His shape might have changed, but not his spirit.

At that moment he and Doc were surrounded by the citizens of Radiator Springs, all clamoring for Lightning's attention.

"What you did out there took guts, kid," Sarge said in a gruff but prideful voice.

"Hey man, what'd you do that for?" Ramone grumbled. "I spent hours on that paint job you just botched up!"

"Oh relax, honey, just be grateful he's in one piece to repaint," Flo admonished.

"This is either some kind of government conspiracy or I've got to stop mixing my fuel blends," Fillmore muttered.

"Whooooo-ee, that was wild!" Mater gushed, pulling up alongside him at that moment. "Dumb, but wild! You shur showed that Meggydon or whoever he is who's boss!" He gave Lightning a congratulatory bump on his scraped side.

"Ow, watch it!" Lightning advised.

"Sorry. We gonna stay and watch the excitement, or is it time to go home?"

"You think this is exciting, Mater?" snapped Doc. "This is a war, if you haven't noticed, and if we don't get out of here these things'll be scraping us off the bottom of their feet!"

"No," Lightning replied, startling himself with his calmness. "No, we're not going home just yet."

Doc stared at him as if he'd never seen him before.

"Where's everyone else?" Lightning asked. "We're going to help these Autobots. They're helping us; we should return the favor, shouldn't we?"

"What CAN we do?" demanded Mack. "They're so much bigger..."

"We've got to think," Lightning replied. "We need a plan." He narrowed his eyes and considered. "Sally, look out there and tell me what you see."

"What?"

"Just do it."

"Fighting robots, why?"

"Do you see any differences between them?"

"Well… some of them have red emblems painted on them… and some have purple…"

"What color is Megatron's?"

"Purple." Her eyes lit up as she realized what Lightning was getting at. "Prime's is red. So's Rod's."

"Everyone," announced Lightning, turning to face the citizens of Radiator Springs, "your job is to go out there and do what you can to distract the Decepticons – anyone with a purple crest on him. Swerve around their feet, flash your headlights in their eyes, anything. And someone needs to get Tex Dinoco out of there too. He's the one Megatron wants."

"I got 'im," Mater volunteered, swinging his tow cable.

"Fillmore, you still have that barrel of seaweed-blend organic fuel?" asked Lightning.

"Yeah, but it ain't ready," he protested. "It's still way too thick and slimy…"

"Perfect. I know just how to use it. Mack, try ramming their ankles – you're big enough that you can probably take some of the smaller ones down."

Mack looked about as thrilled at that request as a Mercedes-Benz fender-deep in mud, but he nodded gamely.

"And Sarge… time for you to put that 'army surplus' to good use."

Sarge nodded, winking.

"What's that supposed to mean?" demanded Sally.

"You'll find out," Lightning replied. "All right, people, let's go!"


	3. Chapter 3

**Part III**

Prime dodged to one side to avoid Megatron's lunge, the fist intended to slam into his chest instead clipping his shoulder. The Decepticon snarled in frustration, drawing his arm back for another attempt. Before he could complete the maneuver, Prime dropped, lashing out to kick his legs out from under him. But Megatron was too wily, jumping clear of the blow and landing smartly on his feet, smirking.

"You do realize I overestimated you," Prime noted, springing to his feet. "I was under the impression you had sent an undercover Decepticon racer into the Dinoco 400. You could have acquired Dinoco by stealth instead of launching a messy battle."

"Are you going to fight me or keep needlessly running your vocalizer?" Megatron growled, backing away to achieve enough distance to safely use his cannon.

Prime advanced on him, not about to give Megatron room to fire. If he couldn't incapacitate him, he had to at least keep him close enough that he wouldn't risk a shot that could very well damage himself as well as his foe.

"What do you hope to gain from terrorizing these people?" demanded Prime. "If you had simply been willing to negotiate with them…"

"Negotiate? With these mechanical weaklings?" Megatron gave a disdainful laugh. "I do not negotiate with lesser beings. They are but playthings to my will." Seeing that he wasn't going to be able to make a decent shot, he opted to use his cannon as a club, swinging it at Prime's head. Prime ducked, avoiding the cannon but unable to evade the fist that hooked upward to land on his abdominal plate. The force of the blow knocked him backward several steps.

Staccato explosions rang out from close by, and Soundwave let out a yelp of pain and clutched his leg, which was leaking energon from a multitude of punctures. The source of his wounds, a dark green jeep that seemed to have produced a hood-mounted machine gun out of nowhere, bolted before the Decepticon Communications Officer could retaliate.

_Slag it all, I told Lightning to get his crew out of here!_

The citizens of Radiator Springs were underfoot everywhere, swerving and weaving between the Transformers' feet, shouting insults at the Decepticons (Prime thought Ramone's "your mother was a Cessna!" remark to Starscream was particularly memorable), and generally making things difficult for Megatron's men. Sarge had somehow gotten a gun past security and was firing with great gusto at any Decepticon who got close, and Mack was using his considerable bulk to great effect, knocking more than one mech off his feet.

Lightning himself was in the thick of it, and he seemed to be trying his hardest to get Skywarp's attention by running over his feet. It didn't take long to see the reason for that – Skywarp was trying to get past Hot Rod and get at Dinoco, whom Mater was dragging off the track.

"Mechanical weaklings?" asked Prime. "I don't think so."

Megatron was motionless for a split second, mouth open in amazement… then he brought his cannon-arm up to point at Mater. Prime was just able to strike his arm aside before he fired.

The blast missed the tow truck… but impacted into the ground near the pits, where Fillmore was rolling a barrel onto the track. The force of the blast knocked him several feet in the air to land heavily on his top, wheels spinning uselessly in the air, his pale green paint scorched to black.

Prime clutched Megatron's cannon, struggling to rip it loose from Megatron's arm. The two continued to grapple as the battle raged on.

_Break…_

"Here ya go," Mater said casually, dropping Tex in front of two security vehicles. The two cars stared at him a moment, then hurriedly positioned themselves on either side of the battered Cadillac and helped him away from the chaos.

"Thanks, son," Tex said with a crooked grin.

"No prob, Mr. Dinoco," Mater smiled. "Thanks fer the helly-copter ride!"

Once Tex was out of sight, Mater turned to enjoy the show. Whoever said racing wasn't any fun? This was the best time he'd had in years! He just wished he'd thought to fix his headlights before coming so he could try out that trick Lightning had played on Meggydon…

A groan broke into his thoughts, and he glanced over to see Fillmore on his back, scorched and dented from an explosion. Luigi was right beside him, frowning worriedly, while Guido wrestled with the barrel Fillmore had been sent to fetch.

"Hey man, whatcha doin?" asked Mater, pulling up alongside the VW van. "This ain't no time fer a nap!"

"Man… why can't we all just get along…" moaned Fillmore, and he struggled to right himself.

"Hold still,_ mio amico,_" advised Luigi, patting his blackened side. "You are going to be just fine, you are going to be _just fine!_" He sounded more like he was trying to convince himself than Fillmore, but the van seemed to take a little heart anyhow.

A white robot stepped up at that moment, his armor smoking from a few close grazes. Luigi and Guido backed away fearfully, but the robot's attention was focused on Fillmore. He bent low and inspected the van carefully, his scarlet hands examining every inch of him, then carefully pushed him back to his wheels.

"He's pretty beat-up, but he's not in immediate danger," he told Mater. "Get him out of the line of fire, and I'll see to him as soon as I can."

"That's a cool trick you an' yer friends do," Mater told him, hitching his tow cable to Fillmore. "You gotta show me how to do it sometime."

The white robot cracked a smile. "Just look after your friend there."

"Ratchet, we need you over here!" someone shouted, and the white robot gestured for Mater to leave before turning and running toward the speaker.

Mater dragged Fillmore and dropped him off with a few more security vehicles who were rounding up the injured, then returned to the pit. Guido was groaning under the weight of a barrel as big as he was, but the gutsy forklift showed no signs of being willing to accept any help. Mater watched, puzzled but curious, as Guido scooted as close to Skywarp and Rod as he dared. It was obvious the red Autobot was in trouble, as Skywarp was stubbornly trying to tear him apart despite the fact that he was no longer guarding Tex.

"What's that fer?" asked Mater.

Guido just smiled… and let the barrel go. The moment it hit the track it burst open, sending a wave of greenish slime across the asphalt at the battling robots' feet. Rod glanced down, caught on, and allowed Skywarp to force him back a few steps. Skywarp grinned and advanced… then howled as his foot hit the seaweed-based fuel slick and shot out from under him. Mater winced as the Decepticon's fall shook the entire track and nearly knocked Luigi and Guido from their wheels.

"Thanks," Rod told them gratefully.

"Hey, no prob, Rob… um, Rod," Mater replied with a grin. "Friend of Lightning's a friend of mine."

Rod laughed, then became serious. "You'd better get out of here now. This isn't any place for you…"

"Dad-gum it, kid, that's what friends are fer," Mater insisted. "They help each other out. Um, where's Lightning?"

"Right here," Lightning replied, skirting the fuel slick and a groaning Skywarp to reach Mater. "Rod, what's it going to take to get these Decepticon guys out of here?"

"They generally only leave when one of two things happens," Rod replied. "One, they get what they want. Or two, Megatron decides he's had enough for the day and calls a retreat."

"So if we focus on Megatron, we can get rid of his army," Lightning theorized.

"How we gonna do that?" asked Mater, idly swishing his tow cable over his head.

Lightning looked up at the cable… and grinned. "Hey Mater, you remember that movie we saw last week?"

"_Car Wars? _Yeah, why?"

"And you have your long tow cable with you, right?"

"Yeah, why?"

"Well, I've got an idea…"

"You're sending Mater against Megatron?" asked Rod, stunned.

"Ya mean I get to fight HIM?" exclaimed Mater, backing up a few feet.

"Come on, Mater, think of it as tractor tipping!" Lightning encouraged. "The tractors are just a little bigger, that's all."

Mater turned to regard Megatron, who was still wrestling with Prime in the infield. "And that's Frank, huh?"

"Yup."

Mater grinned. "I always wanted to take on Frank," he gushed, and he charged.

"Are you sure you know what you're doing?" asked Rod, arching an eye ridge.

"Hey, Mater's a lot tougher and smarter than most people give him credit for," Lightning replied. "Help me round up the others. We're going after Megatron!"

_Break…_

Another blow to the face sent Prime staggering. Megatron laughed harshly and advanced on the Autobot leader, fists up.

"I like it better this way," he purred. "Taking you down with my bare hands. So much more satisfying…"

A car horn blared at their feet, and both mechs involuntarily looked down to see a silver-blue Porsche glaring up at them. She raised her front end and shone her headlights directly into Megatron's optics, making the Decepticon flinch and recoil. She smirked and backed away, and the rusted tow truck moved in.

_What do they think they're doing? _Prime thought, raising his arms to fend off Megatron's next blow. _Do they really think they're a match for him…_

Mater was whooping up a storm as he spun circles around Megatron's feet. Prime was seriously considering the possibility that whatever passed for the tow truck's CPU had just snapped under the strain when he noticed the thick metal cable around Megatron's ankles… and realized what Lightning and his friends were trying to do.

Smiling beneath his battle mask, he raised his head to look his foe directly in the optics, holding his gaze to in order to keep the Decepticon from getting a glimpse of Mater's antics.

"It's over, Megatron," he informed him. "Dinoco's away from the track and under protection now. All you and your men are doing now is wasting time."

Megatron snarled. "Being rid of you certainly won't be a waste of my time…" he began, advancing a step.

Mater disengaged his tow cable and drove off as fast as his engine would allow… just as Megatron's stride was brought up short by the bonds around his ankles. His optics widened as he lost his balance and toppled forward. Prime sidestepped to avoid the Decepticon leader as he sprawled face-down onto the ground, lying half-on and half-off the track.

Mater grinned up at Prime with a sort of goofy pride, then cautiously approached the fallen mech. When he groaned and raised his head, it was to see the battered tow truck smiling at him, practically bursting with self-satisfaction.

"Git 'r done!" he yelled, and spun his wheels to spit dirt in Megatron's face before wisely vacating the area.

Megatron bellowed his rage… then yowled in pain as Mack drove up and activated his headlights straight into his optics. Then he spluttered as Ramone took advantage of his open mouth and let loose with a spray of paint.

"Get him!" shouted Lightning, and the citizens of Radiator Springs were upon him in full force, Luigi and Guido flinging tires, Sarge firing with merry abandon, and the others tossing whatever they found handy. Prime supposed he should put an end to it… but he really couldn't say that Megatron didn't deserve everything he got from them.

Finally the Decepticon leader had his fill, and with an infuriated snarl he pushed himself to his feet. "Decepticons retreat!"

The Decepticon soldiers broke away, some with a great deal of reluctance, and took to the skies. Thundercracker and Dirge carried off a muttering Skywarp, whose unwillingness to get to his feet himself seemed due to his humiliation rather than any injuries. Megatron was the last to go, struggling to his own feet with difficulty.

"Don't think you've seen the last of me, mechanical runts," Megatron hissed, and transformed to his gun mode. Starscream picked him up and took to the air with a roar of his engines.

The gathered vehicles watched them go, gaping. Then Mater let out a long, raucous whoop and slapped Lightning on the fender with his door.

"Man, who'da thought the Dinoco 400 would be this excitin', huh?"

"Exciting's not the word I would use," Doc muttered. "Where's Fillmore?"

"That feller Ratchet said he was gonna look at 'im," Mater replied.

"Look at him?" Doc repeated. "What's that supposed to mean?"

"Ratchet's our medic," Hot Rod replied, approaching at that moment. "Don't worry, he's the best at his job. Your friend's in good hands."

Doc turned to regard Hot Rod, his gaze moving critically up and down the red mech's body. Hot Rod withstood the scrutiny for a few moments, then he gave a deep sigh.

"Not even the racing officials knew," he confessed. "No one was supposed to know. Our presence here should have been undetected… but we had no idea the Decepticons were going to attack openly…"

"It's not your fault," Sally assured him. "You did the best you could. Thank you." Her gaze moved to Prime. "Thank all of you for your help."

Prime nodded. "It was our duty, ma'am. Freedom is the right of all sentient beings… no matter their size or shape."

"Optimus Prime?" A blue Rolls-Royce pulled up at that moment, flanked by police vehicles and an exasperated expression on his face. "Step inside, please. We'd like a word with you. And with everyone else involved in this fiasco."

_Break…_

"I thought you said you were trying to keep your presence here secret," Lightning whispered to Hot Rod.

"Prime prefers to work with the government of a planet when he can," Hot Rod replied. "It avoids a hassle."

"Doesn't seem very hassle-free to me," Lightning noted.

The Autobots, the citizens of Radiator Springs, and two of Lightning's three rookies were all packed tightly into the largest chamber available, a conference room on the lowest level of the speedway. Some of the robots, Hot Rod included, had switched back to their vehicle forms, while others, like Prime, had opted to remain in robot mode. Fillmore, Dirk, and Tex were absent, as were a handful of Autobots who had been injured in the fray; Prime assured everyone that Ratchet was taking care of them and would have them good as new in no time.

At the head of the room, the Rolls-Royce, who had introduced himself as a government representative but had yet to drop his name, was in the process of informing everyone that the massive battle outside had never happened.

"No word of this goes beyond this stadium," he ordered. "We're issuing a press release stating there was a terrible accident on the speedway that ended the race. The Dinoco 400 rematch will take place in a week's time in Nevada; until then we must have everyone's silence in this."

"What about all those people in the stands?" asked Vince. "You can't tell me they aren't going to talk."

"People can be convinced that they saw things that weren't there," he replied, his taciturn tone an indication that he wanted this resolved quickly. "If no one talks about this, it'll be forgotten quickly." He turned to Prime. "You will be leaving shortly, I hope?"

"If it's the wish of the government, we will leave," Prime replied.

"And you won't be returning?"

"Not unless Decepticon activity forces us to do so," he answered calmly, though Lightning thought he sounded just a bit irritated that he was being regarded as a nuisance after all he had done

Luigi snorted and began muttering. "I do not understand the government. These people should be revered as heroes, not treated like misbehaving children…" Lightning didn't catch the rest of what he had to say, as it was in Italian.

"Hey pal, watch your mouth," huffed the yellow robot, whom Hot Rod had identified as Sunstreaker. "I don't like it either and you don't see me mouthing off…"

Luigi stared. "You speak my language?"

"Hey, when your alt mode's Italian, it's kind of a prerequisite to learn the lingo," he replied.

"Ahem!" barked the Rolls-Royce. "Gentlemen, back to the subject at hand. Can we trust you – ALL of you – to keep quiet about this?"

Lightning sneaked a glance at Hot Rod. The young Autobot looked rather crestfallen at this turn of events, and he really didn't blame him. Even if he had only entered the Dinoco 400 as an undercover agent of sorts, he had still worked hard to make it this far. He didn't deserve to be shut out now all because the government wanted to keep a tight lid on what had gone down here.

Well, maybe there was a way around this…

"Sir?" Lightning ventured.

"What, Mr. McQueen?" sighed the Rolls-Royce.

"I was just thinking… what if the Decepticons come back? I mean, if they attacked one Piston Cup race, they might come back for the rematch. And I don't know about you, but I don't think I'm up to facing them by myself."

Hot Rod perked up.

Prime's mouth was hidden by his mask, but Lightning got the distinct impression that the Autobot leader was smiling. He turned to the government rep and said "The racecar has a point. Megatron's not one to give up easily. I think it's best if we stick around for the rematch."

The Rolls-Royce glared first at Prime, then at Lightning. Then he snorted and relented. "Very well. We'll expect you in Nevada in a week. But we still expect this to be kept quiet."

"You can count on us," grinned Lightning.

Once the Rolls-Royce had left, Hot Rod turned to Lightning with a grateful smile. "Thanks."

"No problem. That's what friends do, right?"

Hot Rod laughed. "After all that's happened, I'm glad you can still call me that."

"I learned a long time ago that it doesn't matter what a car looks like – whether he's a shiny racer or a beat-up tow truck or a twenty-foot-tall transforming robot – a friend's a friend." He gave a sly grin. "Besides, I want to see you take on Chick."

Hot Rod flashed a challenging smile. "You might regret this, Lightning. I'm still planning on handing you your skidplate at the rematch."

Lightning laughed. "I wouldn't have it any other way, Hot Rod."

Prime strode forward at that moment. "Lightning… I owe you an apology. At the beginning I suspected you of being a Decepticon agent. Your actions today proved me wrong. Thank you, and I'm sorry for thinking badly of you."

"That's okay," Lightning, replied, raising a tire, which Prime shook gingerly.

"And I owe you Autobots an apology," Doc put in. "I was convinced you were up to no good. But you were looking out for all of us, even though we weren't your people. I'm sorry."

"Accepted," Prime replied. "Now I suggest you take your crew, Lightning, and get on the road to Nevada. Hot Rod's not going to go easy on you a second time."

"Don't worry about us," Doc replied. "I can show that rookie a thing or two."

Prime chuckled, then raised his voice. "Autobots, let's roll out!"

_AUTHOR'S NOTE: This was supposed to be the last chapter, but I let my brother read this before attempting to post. His response – "It's cool, but the ending kind of sucks. Who wins the rematch?" So the plot bunny is being given free reign for a little longer…_

_Stay tuned for a few more chapters, please!_


	4. Chapter 4

_NOTE: I hope you enjoyed the action of the previous chapters. Things are going to slow down a bit for the next couple of chapters, as the story focuses less on the race and more on character interaction. I hope you enjoy them nonetheless._

**Part IV**

_Three days later…_

Lightning groaned and cracked his eyes open slightly, grimacing at the alarm clock on the nightstand. Too early to get up… never mind that it was full daylight outside and the town was already beginning to bustle as the day's travelers trickled in…

A familiar bugle call made him groan some more, a bugle call that was answered by the noisy guitar jamming from Fillmore's stereo. Bickering voices reached him through the walls of his permanent room at the Cozy Cone Motel, uttering the same words they did every morning:

"Will you turn that disrespectful junk off?"

"Respect the classics, man! It's Hendrix!"

Lightning yawned and bumped the alarm to turn it off. Well, if Sarge and Fillmore were up, he might as well get moving too. Though he didn't have a business to run like most of the other residents, he still liked to see how everyone was faring and lend a hand where necessary…

More voices rang through the morning air, still familiar but not exactly town fixtures. Intrigued, he listened closer.

"Oh, slag, RUN! Ratchet's on the warpath!"

"…and if you show your fraggin' lil' faceplates in here again, I swear to Primus I'll scrap both of you glitch-spawns and build a Winnebego out of the pieces!"

The sound of tires peeling out… a cry of warning from Guido and a frantic "Watch out!" from Sideswipe… a pained wail from Luigi… and the rumble of collapsing tires on asphalt and metal.

"My hood!" howled Sunstreaker.

"My tower!" cried Luigi.

"Nice goin', Goldenrod!" snapped Sideswipe.

"It's not my fault! I wasn't the one bugging Ratchet!"

"Slag, here he comes! HIDE!"

Lightning crept out of his cone to investigate. Other faces – mostly tourists, but he recognized Jazz, Wheeljack and Hot Rod among them – appeared in the doorways of other cones with curious expressions, and even Sally slipped out of her office for a look. It was quite a spectacle – the remains of Luigi's Leaning Tower of Tires rolling about Radiator Springs' main street, Guido comforting a sobbing Luigi close by, the white tyrant known as Ratchet glowering from the door of Doc's clinic, and streaks of rubber marking the Lambo twins' hasty retreat from the scene of the crime.

"Slagging little hellions…" Ratchet grumbled.

"What in Primus' name is going on out there?" called a rather cultured voice from inside the clinic. Lightning knew that voice – Mirage, one of the Autobots' spies – but he had yet to meet the speaker face to face. During the race he had been hiding in the crowd, and since arriving in Radiator Springs he had been shut up in Doc's clinic for repairs, as he had been the worst casualty of the battle at the Dinoco 400.

"Nothing, just spawn of the Pit wandering the streets," grumped Ratchet, turning and heading back inside the clinic.

Lightning had to chuckle at the circumstances, even though he commiserated with Luigi on the damage done to his tower. Frankly, he was amazed the Transformers were fitting in at all. Sure, there had been upsets, such as this one, but nothing calamitous yet.

The residents of Radiator Springs and the Autobots had decided that, before continuing on to Nevada for the Dinoco rematch, what everyone needed was a short breather between races. After some discussion between Doc and Optimus Prime, everyone opted to return to Radiator Springs. For some, it would be an opportunity to check up on things back home; for others, it would be the chance to simply relax and be simple tourists for once in their lives.

Lightning had wondered if having the Autobots present would cause friction, especially with the older residents like Sheriff and Lizzie. But he found he needn't have worried. Almost the moment they pulled into town, cars and Transformers began mingling and chatting warmly, as if they were old friends. Even Red, normally intensely shy, had come out of hiding and allowed himself to be introduced to a young Datsun named Bluestreak. (Their conversation was rather one-sided, with Bluestreak's mouth moving a mile a minute and Red simply listening quietly, but neither vehicle seemed anything but content with the situation, so Lightning didn't say a word.)

Sally later told Lightning that it had helped greatly that the Autobots had remained in vehicle form and retained their holographic disguises while introductions were made. Had they insisted on marching into town in their full twenty-to-forty-foot two-legged glory, it would have made things a lot more awkward. Well, she had a point… but it was still good to see that Hot Rod and his friends would remain friends even after all that had happened.

A deep sigh interrupted his thoughts, and Prime emerged from behind Lightning's cone, looking in the direction the twins had gone with a weary scowl.

"Are you all right, sir?" he asked.

Prime looked down on the racer with a look of resignation. "Tell me something – am I their commanding officer, or am I running a daycare center?"

Jazz laughed. "Look on the bright side, boss – there's only two of 'em. Imagine the chaos if they had a lil' sister or somethin'."

Prime groaned. "Primus help us."

"I'll round up some of the others to help Luigi put his tower back together," Wheeljack offered. "Meanwhile, we can cook up a creative punishment for those two when they show their faces again."

"No, leave the tower be," Prime replied. "We'll make the twins reassemble it. Jazz, track them down. Hot Rod, what are your plans?"

"If it's all right with you, I was thinking of taking Rod out to the track," Lightning requested. "I have a few things I want to go over with my students. Maybe he can help me."

"That's acceptable," Prime replied. "And if you don't mind, I'd like to watch."

Lightning grinned. "That would be great, sir."

_Break…_

"Dirk, you're still being too aggressive!" Lightning shouted over the roar of his and the young Sunbird's engines. "Just pass him! You don't need to show off -- you'll just risk a crash!"

Dirk gave a snort and tore past his coach, intent on overtaking the leader of the pack.

"He doesn't listen," Lightning muttered, frustrated.

"Eh, give him time," Hot Rod suggested, pulling up beside him. "Sometimes you have to fall on your faceplate a few times before the lesson sinks in."

"I take it you've done your share of face plants?" asked Lightning.

Hot Rod laughed. "Too many to count."

Doc and Prime watched from a nearby rise as the racers circled, Lightning shouting advice to the racers as they practiced turns, passing, controlled skids, regaining control after an accident or slip, and other techniques. The Lamborghini twins, whom Jazz had discovered horsing around on the track before practice, had been put to work helping the students learn how to avoid aggressive drivers, much to Prime's chagrin and Doc's amusement.

"Looks as if someone's going down for sanitary duty as soon as we get back to the Ark," Prime noted as Sideswipe crowded Vince almost off the track, laughing all the while.

Doc chuckled. "He's just doing what Lightning asked him to."

Prime huffed his engine. "That doesn't give him permission to be a royal pain in the aft."

"True," conceded Doc.

Both vehicles were silent as they watched the racecars sprint, their gazes occasionally leaving the track to gaze upon the sweeping tan-and-brown vistas that surrounded Radiator Springs. Doc found himself following the silver ribbon of road that veered away from the razor-straight lines of the freeway and led to his town, a vital vein that provided Radiator Springs with its lifeblood of tourists and weary travelers seeking a place to rest and refuel. To think that, if he'd had things his way a year ago, if he'd thrown Lightning McQueen directly out of town the day he'd shown up in his courtroom, that life-giving road might not exist… this town would be little more than a dried-out husk…

His gaze moved to Prime. The semi truck seemed just as lost in his thoughts as Doc had been in his own a moment ago.

"So why exactly are these Decepti-bots so evil anyhow?" asked Doc. "What's this war of yours over?"

"Hmm?" Prime turned slightly toward the Hudson, startled. "Oh, Decepticons. It's Decepticons. We're Autobots."

"Yes, so what's this Decepticon/Autobot war over anyhow?"

Prime sighed. "Sometimes I wonder myself." He continued to watch the racers at their practice. "The two races that make up the Cybertronians were designed with specific purposes in mind – the Autobots were created to be workers, the Decepticons to be soldiers. Over time, the Decepticons began to consider themselves superior, to the point where they attempted to assert rule over all our people. That coup was put down and we knew a Golden Age of peace… until Megatron came into being."

"That silver tin can, right?" asked Doc.

"Right. He considers himself the rightful ruler of our homeworld, Cybertron… and seeks to control and enslave the rest of the known universe as well. As Prime, the leader of my people, it has been my responsibility to stop him from accomplishing his goal… and that responsibility has taken me here, to your world, to protect your people from his cruelty."

"You sound almost like you regret that responsibility."

Prime shook a tire to dislodge a few beetles from their perch. "We've fought this blasted war for millennia. Many of these mechs have known nothing BUT the war, nothing BUT endlessly fighting the 'Cons and cleaning up after their messes. I myself have waged more battles than I would ever care to count. There are days I just want the universe to slag off and leave me alone." He watched Sideswipe and Sunstreaker pull off the track, the latter complaining quite vocally about the newly acquired coat of dust on his paint job. "But someone has to stand up to Megatron – stand up and one day defeat him. If I don't fight for the freedom of my people and all sentient peoples of the universe, who will?"

Doc smiled. "Prime, you know you have friends and allies here in Radiator Springs. These people aren't warriors, but they're good folks. If you or your war effort ever need us, we're always here."

Prime returned the smile, and though Doc knew the Autobot's expressions were holographic when he was in vehicle form, he also knew the gratitude behind the smile was genuine. "Thank you, Dr. Hudson."

"Just Doc," he corrected. "It's what everyone else calls me."

"Very well, Doc," replied Prime. "Thank you. I will remember your offer."

Lightning called out an order to his students, and they concluded the last lap and pulled off the track, shaking dust and pebbles from their tires. Hot Rod and Lightning seemed to be exchanging conversation as they cooled down from the race, but whatever they had to say wasn't audible from this distance.

"Hot Rod's a good kid," Doc noted. "Hasn't let all the Dinoco attention go to his head. You should be mighty proud of him."

Prime nodded. "He'll achieve greatness someday."

Doc turned in the direction of town. "Join me for a drink at Flo's?"

"Certainly." Prime maneuvered his bulk around to follow the Hudson.

_Break…_

"Nice to see you, Prime," Flo greeted as the Autobot leader eased himself beneath the awning of Flo's café. "Your usual?"

"Yes, thank you," he replied.

The SUV fueling across from him gave him a strange look. "What kind of name is Prime?"

"Mine," Prime answered calmly, nodding gratefully to Flo as she deposited a flask of energon before him. He would have to thank Wheeljack later for having the foresight to stock extra fuel for their journey.

Jazz laughed easily as he pulled in beside his commander. "Y'know, boss, we just might have to set up another base here. This lil' town's perfect."

"You say that about every location we visit, Jazz," he told the Porsche.

"Can I help it if places grow on me?" asked Jazz, grinning.

Doc pulled in on Prime's other side, inquiring about Flo's health as she served him. Jazz, meanwhile, struck up conversation with Sally, leaving Prime free to scan the town and locate his troops, wherever they might be.

On the outskirts of town, Hound was helping Sarge reorganize a display of ammo boxes in front of his military surplus store, no doubt exchanging war stories. Outside Fillmore's psychedelically-colored dome, the VW van watched with interest as Wheeljack tinkered with Fillmore's latest batch of organic brew, no doubt trying to refine it further for Autobot use. The twins were busy at Luigi's Casa Della Tires reconstructing the tire tower, exchanging insults in Italian with the Fiat and forklift. At Ramone's House of Body Art, the low-riding Chevy Impala was applying violet flame-work onto Bumblebee's yellow paint job while an amused Sheriff and Prowl looked on. Ironhide was at Lizzie's curio shop, howling over some comment she'd cracked, and Bluestreak was keeping Red company while the fire truck tended the plants in front of the courthouse. Mirage and Ratchet were nowhere in sight, but that was to be expected – Mirage still required extensive repairs, and Doc had donated his clinic to the Autobot medic that he might continue to work on the spy while in Radiator Springs. Last but not least, Hot Rod, Mater, and Lightning approached Flo's Café, chatting and laughing with the ease of old friends.

Prime allowed himself a slight smile before turning his attention to his drink. Under normal circumstances, this wouldn't be happening at all. He and his men would most likely have formed camp some distance from this town, probably in a ravine or other area where they could transform undetected, and kept the same rigid military structure that held sway on the Ark. But he had to admit he liked it this way too – accepting the hospitality of the locals, taking time to get to know those they were defending, and simply relaxing for once. Sure, they still kept their guard up, but no one could deny that these men had worked hard and deserved a respite.

"How long before your medic's done with Mirage and I get my clinic back?" asked Doc, jolting Prime out of his thoughts. "Seems he's been in there awhile…"

"No one rushes Ratchet," Prime replied. "He's a good medic, but you never, ever want to cross him. If you land yourself in his medbay by doing something stupid, you'll most likely get a rant that'll blister your paint. And more than one mech has mouthed off to him and gotten welded to their berths in return."

Doc laughed, but Lightning gave Prime a wide-eyed look. "He wouldn't really do that, would he…"

"Oh yeah, he would," Hot Rod replied laughingly. "Ask the twins. Primus knows they've pulled enough stunts over the millennia to earn his wrath…"

"Wait a minute, millennia?" asked Sally. "How old are you guys anyway?"

"By how your people measure time, I am roughly nine million of your planet's years old," Prime replied, and grinned when Sally, Flo, Lightning, Mater, and Doc began gaping.

"Nine million?" Flo finally managed. "You're pullin' my tires, sweetheart…"

"Lady, most 'f us're actually pretty young for our kind," Jazz replied with a grin, obviously enjoying this. "Now if you want old, talk to Ironhide. THAT'S a mech with stories t' tell."

Lightning whistled. "Last time I call Lizzie a dinosaur, that's for sure…"

Later Prime would think on Lightning's statement with a sense of amused irony. But for now, he could only raise a questioning optic ridge as Wheeljack screeched to a halt before the diner, laying down rubber for a good twenty feet. His entire frame heaved as he panted for breath – Transformers didn't require oxygen, but they did need to intake air in order to cool their systems. The scientist had obviously overheated his engine in his haste to reach the diner, though why Prime couldn't immediately tell. There hadn't been any sudden explosions yet, and from what he could see Fillmore's home was still standing…

"Prime!" he gasped. "Prime, there's trouble!"

Hot Rod and Jazz gave the Lancia their undivided attention. At Ramone's and Luigi's, Bumblebee and the Lambo twins stopped what they were doing and listened in.

"Decepticons?" asked Prime, narrowing his optics. Had Megatron opted to take his revenge upon Radiator Springs for his defeat and humiliation at the Dinoco 400?

"No," panted Wheeljack. "Four cars… coming toward town… punk kids from the look of it…"

"The Delinquent Road Hazards," snarled Sarge, flicking on his light. "We've dealt with these miscreants before, Prime, don't worry…"

"It's not that," protested Wheeljack. "They're not causing trouble, they're IN trouble! They snuck into one of the gullies for some reason and…" He clamped his bumper shut, as if suddenly realizing he was about to say something that could incriminate him.

"They're stuck?" asked Mater eagerly, raising his tow cable.

"Not stuck, but…" The scientist refused to go on.

Realization dawned on Prime, and he glowered at the scientist. "Wheeljack, please tell me you didn't."

Wheeljack made a point of looking everywhere but at his commanding officer. "I thought they would appreciate the change in scenery…" he mumbled.

Prime activated his comm. "Autobots, roll out! Wheeljack, lead the way!"

The mechs dropped whatever they were doing and tore off after the semi and Lancia – much to the chagrin of Luigi and Ramone.

"Hey man, get your aft back here!" Ramone shouted at Bumblebee's swiftly receding taillights. "I wasn't done with you!"

"No!" Luigi wailed as the twins shot off, knocking over the half-constructed tower again in the process.

Mater watched them go with interest. "What's goin' on, anyhow? Looks like fun, whatever it is…"

"I vote that we follow them," Sally told the others. "If it's happening in our town, we've got a right to know what it is."

No one disagreed, and the residents began trailing after their guests.

_Break…_

Boost took one last look around before ducking back into the gulley, confident that the strange white-and-green Lancia was gone for good. When they had pulled off the main road to slip into the ravines that surrounded Radiator Springs, the car had trailed after them a short way, as if suspicious of four highly tricked-out cars going off-roading in such a rugged landscape. And while he wasn't about to admit it to the others, Boost had been almost ready to call their whole little venture off when the Lancia had suddenly gone wide-eyed, as if remembering something important, and torn off for town like his spoiler was on fire.

"All right, guys, he's gone," he whispered, pulling up between DJ and Snot Rod. "Let's do this."

"I dunno if this is such a good idea, man," said Snot Rod hesitantly, glancing about as if expecting Sheriff to materialize out of the rocks any second.

"Quit yer whinin', Snot!" snapped Wingo. "Let's get this over with! I got a hot little Corvette Stingray with my name on 'er in Flagstaff tomorrow!"

"Ooh, feel like sharing?" asked DJ, a sly grin on his face.

"No way, I got dibs!" Wingo barked.

"Shut up!" hissed Boost. "Y' wanna get caught again? I ain't fixin' roads again!"

"Yeah man, I still smell tar when I turn on my woofers," DJ complained.

"All the more reason to get back at Radiation Stinks," grinned Wingo, tossing something on the ground in front of Boost.

The leader of the Delinquent Road Hazards looked at the piece of equipment with an appraising eye. Though he was no hick pickup truck or anything like that, he knew what this device was for. Tractors normally pulled it across fields to break up winter-hardened soil in preparation for furrowing and planting. Tonight, however, it would be hauled not by idiotic tractors, but the DRH themselves. And it wasn't going to be tasting any dirt, but asphalt still warm and soft from the day's heat.

"Time to show that crazy Doc what happens when you mess wit' the DRH," laughed DJ.

"I still don't like this," Snot Rod moaned. "I mean, bustin' the road? That's serious, man…" He paused, mouth wide open, and let loose a fiery sneeze.

"Watch it!" yelped Wingo, springing back to avoid scorch marks on his paint job.

"Sorry," sniffed Snot Rod.

"Listen, dude, we can't let these crazy hicks humiliate us," Boost informed the orange Barracuda. "No one messes with us and gets away with it. We just don't get caught, plain and simple."

Snot Rod scowled.

"Wipe that look off your mug!" Boost snapped, hunkering low on his suspension to better examine their tool of destruction. "And don't rev your engine at me, either!"

"I didn't rev, man!" Snot Rod protested.

"Well, someone revved…" Boost began, looking up. His voice trailed off, and his jaw dropped.

"Uh, Boost?" asked Wingo. "You okay, man?"

He opened his mouth to scream, but only a high, dry squeak emerged.

"I'd say either that Sheriff or that Lancia's behind us," DJ muttered, turning around. "Just our luck… oh, holy Chrysler…"

Snot Rod choked with fear. Neither the aged police cruiser nor the Lancia stood behind them. Instead, a terrifying creature towered over the four cars, gleaming silver and red and yellow in the white desert sun. Glowing red eyes glowered from within a fearsome-jawed head, and short clawed limbs flexed unconsciously against its chest. Powerful legs, clawed feet, and a thick tail completed the nightmare beast's appearance.

It took in the Delinquent Road Hazards in one swift glance, then opened its fanged maw and spoke:

"Me Grimlock found intruders!"

Wingo screamed.

_Break…_

The high-pitched scream was followed by another, and a terrible bellow shook the air around the vehicles as they followed Wheeljack toward their destination. The Lancia seemed to be praying to whatever deity the Transformers happened to worship, pleading with Him to spare the DRH's miserable afts just long enough for the Autobots to get there and avert certain death. Prime looked torn between concern for the endangered cars, frustration with the scientist, and a certain morbid amusement from the absurdity of the entire situation.

Doc just wondered what on Earth was going on as he hung close to Prime's mudflaps, determined to find out what those punks had pulled this time.

"Dino-what?" asked Mater.

"Dinobots," Hot Rod replied. "They're strong, but they're unpredictable. Normally they hang out at their island or in the caves and ravines around the base when they're not fighting. I don't know why they'd be here, we didn't send for them."

"Right here!" Wheeljack announced, pulling into a deep gulley.

Doc halted in his tracks, gaping. A Transformer in robot mode crouched in the ravine, armored in deep blue and silver with accents of red and gold, silver wings folded against his shoulders, and a red crest atop his head. In his hands he held a lurid purple Mistubishi Eclipse, examining the vehicle and gently poking at his doors and tires. The Eclipse shivered in utter terror, yelping with fear every time his captor poked him.

Sheriff snorted a few times, and Doc turned to see his old friend's fenders puffing slightly as he tried desperately to hold back his laughter. Doc glared, but Sheriff's eyes just twinkled merrily. No doubt he was thinking the leader of these miserable Road Hazards had gotten his just reward in being the terrorized rather than the terrorizer for once.

"Swoop," Wheeljack said sternly, sounding remarkably like a parent who had just caught his child playing with something potentially dangerous or breakable, "put him down now. Nicely."

"But me Swoop like car," Swoop replied petulantly, giving Wheeljack a pleading expression. "Nice carbon fiber panels…"

"Help me!" shrieked Boost. "MakeitputmedownpleaseIswearI'llnevercomehereagain!"

"Swoop, put the car down," Wheeljack ordered, regaining some measure of calm now that he was sure Swoop meant no harm. "Be gentle, he's not a Transformer…"

Swoop started to lower the Eclipse to the ground, but another voice thundered through the gulley:

"Me Grimlock give you Swoop orders! You keep hold of car!"

Swoop clutched Boost to his chest. Doc glanced behind Swoop to get a look at the speaker. Standing in a ring were four more Transformers in various combinations of silver, red, and gold, three of them in Triceratops, Apatosaurus, and Stegosaurus forms and the fourth in robot mode. He glared at Prime and Wheeljack through a solid red visor and a face seemingly devoid of any defining features, including mouth. At the creatures' feet cowered the remaining three members of the Delinquent Road Hazards, DJ and Snot Rod shaking in their tires, Wingo looking only slightly less terrified but a bit annoyed as well.

"Grimlock, let the cars go," ordered Prime.

Grimlock pointed at the Lancia. "Him Wheeljack tell us Dinobots no one can see us. Cars come into canyon and see. Us Dinobots just following orders." He gave a defiant nod.

Prime closed his eyes, muttered something to himself, then opened them again. "Thank you for following orders, Grimlock. But now I must ask you to turn the cars over to Sheriff and Doc Hudson. They'll know best how to deal with them."

Grimlock glowered at Prime a moment longer, then gestured gruffly to his fellow Dinobots. Those in dinosaur mode parted to allow DJ, Wingo, and Snot Rod to escape. Swoop gave Boost's spoiler a final curious tweak, then set him carefully down in front of Prowl. The four Road Hazards huddled together before the police cruiser as if chilled, staring wild-eyed at the Dinobots.

"I trust you know what to do with these, sir?" asked Prowl.

"Certainly," Doc replied. "You four know the drill – to the impound."

"Just keep those freaks away from us," muttered Wingo, his gaze flitting back to the Dinobots. None of them gave the slightest resistance as Sheriff and Mater herded them back to Radiator Springs and a night in the impound. Doc had a feeling that traffic court in the morning would actually be quite welcome for those four.

"Grimlock, Slag, Snarl, Sludge, Swoop, carry on," Prowl ordered. "Stay concealed here until we call for you. There's plenty of room for you to roam; just don't get caught. And report to us if you find anything suspicious."

Grimlock growled, then nodded.

"Everyone else, back to town. The excitement's over."

Lightning whistled as they turned and headed back for Radiator Springs. "Dinobots! Now I've seen everything!"

"Glad you enjoyed the diversion," Prowl replied in a flat voice. "Primus knows what Wheeljack was thinking in bringing them here…"

"They were bored out of their CPUs," Wheeljack said in his defense. "They commed me wanting to know when we'd be back. I wasn't sure when that would be… so I gave them coordinates and told them to stay in the desert, out of sight…"

"A smart move," Prime replied. "But next time alert me before inviting them. We can't afford to start a panic."

"Yes, sir."

Doc glanced over at Mater. He didn't particularly like the tow truck's inspired grin. Such an expression usually meant upcoming chaos.


	5. Chapter 5

**Part V**

"Whaddaya mean you don't like it?" demanded Ramone, waving his paint gun around and, in the process, filling the air with a swath of red mist. "You asked for Ramone to make you look good, Ramone made you look good! Why you complaining?"

Flo rolled her eyes. "Honey, not everyone shares your definition of 'look good,' you know."

"He looks a lot better than before he came in, man," Ramone muttered. "When was the last time you got a new paint job? When the Model T came out?"

"What's a Model T?" asked Bumblebee from the corner, where he was waiting for the last of his violet flame-work to dry before venturing back outside.

Prime just examined his reflection in the floor-to-ceiling mirror in the body-art shop, frowning a little as he turned to study each side and opened his doors to further inspect Ramone's work. He didn't want to hurt the Impala's feelings – Ramone had worked hard on his cab and done a very good job. And to be perfectly truthful, Prime couldn't really complain, as he hadn't given any guidelines for the paint job. But he wasn't sure he could go outside and face the rest of his troops looking like this.

"Words fail me," Prowl remarked from the doorway, where he and Jazz had peeked in moments ago to check on their commander. "As does my logic processor."

Jazz howled with laughter and thumped a tire against the concrete floor. "Primus, where's Hound? We need holos of this!"

"I think he looks good," Bumblebee ventured. "Red flames on blue – not bad, and not that far off from his original color scheme…" His voice trailed off when Prowl gave him a cautionary look.

"Ramone, I appreciate the effort," Prime said at last. "And I'll pay you for your trouble. But… it's just not me."

The Impala – who today bore a black paint job with metallic silver flames – glowered.

"He is leader of the Autobots," Prowl put in. "As such, he has appearances to maintain. How many of his troops are going to respect him as a leader when he appears wearing red flames?"

Ramone snorted and raised the paint gun. "Fine, I'll redo it. But I'm doing metal-flake, all right? You gotta have SOME class when you go out there."

"That's acceptable," Prime replied.

Jazz enjoyed another laugh before tapping Prowl's side with a door. "C'mon, let's get a drink at Flo's while we wait."

It was some time later when Prime emerged from Ramone's shop, the scarlet rays of the sunset catching his shining new paint job and making the metal-flake sparkle. Jazz and Prowl were nearby at the V-8 Café, Jazz with his optic lids closed and humming contentedly along with the music playing over the sound system. Prowl looked up at Prime and gave an approving nod.

"Much better," he noted. "More becoming of a commander."

"Good to know I have your approval, Prowl," Prime remarked dryly. "Anything happen while I was away?"

"Twins're in impound," Jazz replied, not opening his optics. "Got in an argument with Luigi while rebuilding his tower, an' they chose to end it by stuffing Guido in a Dumpster. Doc wants permission to make 'em fix some of the side roads tomorrow."

Prime sighed. "Permission granted." Maybe a little tar on their paint jobs would finally teach them a lesson. "Anything else?"

"Nothing to report," Prowl replied.

"Thank you." He pulled away and headed up the main street.

Ironhide pulled away from Lizzie's curio shop with a laugh. "Evenin', Prime."

"Evening," Prime returned. "And good evening to you, Lizzie."

"Who's that nice-lookin' truck, 'Hide?" she asked, giving Prime a flirtatious wink.

"Aw, Liz, y'know Prime," Ironhide told her. "Don' tell me y' forgot 'im already."

"Fine-lookin' young'n," Lizzie grinned.

Prime laughed. "I'm not exactly young, ma'am, but thank you for the compliment. Have a good night."

"Watch that 'Hide fellow, he's a sly devil!" cackled Lizzie, turning and heading back into her shop.

Prime chuckled. "You know how to pick the saucy ones, Ironhide."

"Aw, she's jus' a friend," Ironhide protested, though he wore a grin as he spoke. "Fresh lil' thing, kept slappin' m' aft all day. Guess I still have a way with th' femms."

"Perhaps."

"'nyhow, won' keep ya, Prime." He turned to go. "Meet y'all back at th' Wheel Well?"

"I'll be there later," Prime assured him. "Good night."

"G'night."

Prime suppressed the urge to snicker as the van drove away. Unbeknownst to Ironhide, Lizzie had covered his entire aft end with bumper stickers, including a predominantly displayed "NICE BUTTE" sticker smack in the center.

In front of the courthouse, Red had taken up his usual task of watering the flowers that grew around the statue of the town's founder. Bluestreak, meanwhile, had taken up his usual post beside the firetruck, his vocalizer more than making up for Red's quiet nature.

"Those are nice flowers," he was observing at the moment. "I've never seen flowers like those, not before coming to Radiator Springs anyhow. You know, I never saw flowers before coming to Earth, we don't have plants or flowers on Cybertron. But it's still a beautiful planet, I wish you could see it, but maybe after the war's over I can talk Prime into letting us take you there for a visit. Can't show you my hometown, it was destroyed in the war, but there are so many other places you have to see…"

Prime smiled before making a U-turn and heading back down the street, making note of where his men were and what they were up to. Inside Doc's clinic he caught a glimpse of the town's judge/doctor watching with interest as Ratchet, in his robot form, hunched over Mirage's engine to make a few final repairs. He wondered what the Hudson thought of Cybertronian components, which were surely far more complex than anything he had come across in his work.

Prowl and Jazz were still at the V-8, having an interesting discussion regarding the song currently playing over the stereo system.

"But it doesn't make any sense!" Prowl was insisting.

"It's music, Prowl," Jazz replied. "It don't have to make sense. An' Stevie Nicks is classic."

"It's just not logical," insisted Prowl. "How exactly can one 'see their reflection in a snow-covered hill?' Snow and rock aren't reflective materials…"

"Aw, shut your vocalizer off an' just enjoy the song," Jazz advised.

At Luigi's, the Fiat and forklift were putting the finishing touches on their tower. When Guido spotted Prime he backed away quickly, but a murmured reassurance in Italian on Luigi's part calmed him down and brought him back.

"I apologize for the misbehavior of my men," Prime told them. "Doc has been given permission to deal with the Lamborghinis. You shouldn't be troubled by them again."

"_Grazie, _Prime," Luigi replied. "Apology accepted."

Guido fired something off that Prime didn't understand but probably would have angered the twins into blows if they had been within earshot.

"He says…" began Luigi.

"Never mind, I think I got the gist of it," Prime replied. "If there's anything we can do for you, don't hesitate to let us know."

"We shall." He waved a tire in farewell. "_Buona serata, signor."_

"_Bunoa serata," _Prime replied before driving off.

In front of the Cozy Cone, Lightning and Rod were talking while Sally did some paperwork in her office. Prime pulled up and addressed Hot Rod: "You wouldn't happen to know where Hound or Wheeljack are, would you?"

"Hound and Mater are checking on the Dinobots," Lightning offered.

"And 'Jack's with Fillmore," Hot Rod added. "Something about a batch of fuel almost being ready to test…"

Before Prime could inquire further, Wheeljack's location was further betrayed in the most predictable way – Fillmore's dome erupted in a mushroom-cloud of oily black smoke and red flame. The Lancia and VW van peeled out of the smoke, their paint darkened with soot and Fillmore coughing noisily.

Sirens ripped the air, and Red abandoned his watering job and shrieked down the road toward the flaming dome, lights ablaze. Gone was his usual serene look and gentle smile – his bumper was grimly set, and his eyes held a look of hard determination he'd seen before in the optics of his soldiers on the battlefield. This was Red in his element, and Prime hoped his troops had the sense to stay out of his way while he did his job.

"Red, don't waste your water on the fire!" shouted Doc, charging out of his clinic. "Save Sarge's house! Hose it down!"

Red complied, sousing the hut thoroughly to keep it from catching. From Fillmore's dome – or what was left of it – more detonations occurred as drums of fuel ignited violently. The thick grass and sagebrush in the untended yard wilted and blackened under the intense heat, and smaller grassfires sprang up here and there. Doc and Prime took charge of these, ordering vehicle and Autobot alike to extinguish the flames.

Ironhide arrived on the scene and, after the briefest of glances around to ensure no one aside from the residents and Autobots were present, transformed into his robot mode. Raising his arm and taking aim, he blasted the flames with a stream of flame-retardant fluid from his cannon. Between Red and Ironhide, they were soon able to get the flames under control, then finally snuff them.

Doc shook dirt from his fenders, then turned toward Fillmore. "Are you all right, son?"

"I'm good," Fillmore replied in his usual calm, not-entirely-there voice. "No harm done."

"I'm so sorry, Fillmore, I'm so sorry," babbled Wheeljack, staring in horror at the charred remains of Fillmore's home and store. "I was so sure I had the mixture stabilized… I didn't mean to…"

"No worries, man," he told the scientist. "'Sall good."

"The Autobots have considerable financial means at their disposal," Prowl told Fillmore. "We can pay to have your home rebuilt and any personal possessions replaced."

Fillmore smiled. "Hey, no worries. Don't need much in the way of material possessions. Got myself and my good karma, that's all I need."

"But your business…" protested Wheeljack, who looked like he wanted to punch himself in the head.

"Know all the fuel recipes by heart. No biggie."

"He can stay at the Cozy Cone until we rebuild his home," Sally offered.

"And we'll do what we can to clean up and begin the rebuilding before we have to leave," Prowl added. "It's the very least we can do."

"Thanks, man," Fillmore told him. He turned to Wheeljack, who still wore a look of agony. "And chill out a little, man. We're both alive. All's well that ends well, right?"

"I still feel pretty awful," Wheeljack bemoaned. "I mean, I've blown things up before, but never someone else's home…"

"No worries, 'Jack." He extended a tire. "Still friends?"

Wheeljack hesitantly raised a tire of his own. "Still friends."

Ratchet arrived on the scene, back in his alt form and a look somewhere between resignation and annoyance on his holographic features. His gaze moved from Wheeljack to the wrecked dome, then to Red and Ironhide, both covered in ash and flame retardant. Then he blew out a weary sigh and glowered at Wheeljack again.

"Couldn't keep the explosions under control until we got back to the Ark, I see," he grumbled. "Well, get yours and Fillmore's afts down to the clinic. Might as well make sure you didn't singe anything important."

Obediently Wheeljack slunk after the CMO, Fillmore not far behind.

"I take it this happens a lot?" asked Lightning.

"Nah," Jazz remarked with a grin. "Usually the blast is a lot bigger and 'Jack comes out missing a coupla parts."

Doc raised his eyebrows. "The more I interact with you Autobots, the more you give me cause for concern. Between those Lamborghini maniacs, the Dinobots, and that mad scientist of yours, it's a wonder my town hasn't been squashed flat."

"Frankly, Doc, it's a wonder to me too," Prime noted with a wry grin.

_Break…_

"Hey, pssst!"

Sideswipe groaned and turned away from the speaker. He'd had a long, rough day. Couldn't he get some decent recharge before morning arrived… and with it their punishment from that cranky town judge?

"Sunny, Siders, wake up!"

"Five more minutes," Sunstreaker groaned.

"Come on, get up! 'Fore Sheriff wakes up!"

Sideswipe opened his optics to see Mater grinning at him from the other side of the chain-link fence. The fence really wasn't much of a barrier for him, really – he could have broken his way through with a single blow of his fist. Unfortunately, that wasn't an option. Somehow Prowl was in cahoots with Doc Hudson, and he had not only allowed the twins to be locked up in impound and fitted with parking boots, he had allowed Wheeljack to attach some kind of contraption to the fence that gave it a substantial electric charge – enough to knock Sunstreaker on his aft when he'd tried to break through earlier.

"Please don't tell me we have to haul that Bessie contraption in the middle of the night," grumbled Sideswipe.

"Nope," Mater replied cheerfully, though he kept his voice down. "To tell the truth, Sheriff don't know I'm here. So keep quiet." He opened the gate and motioned for the twins to exit.

Sideswipe poked Sunstreaker awake, and they hobbled out as quietly as their parking boots would allow, careful not to awaken the Delinquent Road Hazards as they slipped out of the impound and into the street.

"Glad to be out of there," Sunstreaker muttered. "The thought of what that Doc was going to subject us to…" He shuddered. "My paint job wouldn't survive."

"Aw, yer still gonna have to do that in the mornin'," Mater replied, oblivious to Sideswipe's dismayed moan and Sunstreaker's glower. "Just thought you guys might like to have a lil' fun before havin' to work all day tomorrow." He gave a sly grin. "Unless you're afraid."

Sunstreaker narrowed his optics. "We're Autobot warriors. We look Decepticon gestalts in the eye without flinching. We're not afraid of anything."

"Great! Then I'll show you how to tractor tip!" And he drove off, obviously expecting the twins to follow.

"Tractor tip?" repeated Sideswipe, glancing sideways at his brother.

"Don't look at me," Sunstreaker retorted.

Curious now, the twins followed the tow truck out of town and to the surrounding fields. Mater reached a wooden gate, hooked his tow cable to it, and carefully lifted it and moved it aside just enough for the Lamborghinis to slip through. Sideswipe noted that he left the gate open after going in himself – what was he planning that needed an escape route?

"Asked the Dinobots to come too, but they didn't give me an answer," Mater told them, quickly opening their parking boots. "Oh well, they're just missin' out on a fun time…"

"How does this classify as a fun time?" demanded Sunstreaker. "You still haven't explained this tractor tipping to us… oh, disgusting!" He backed up slightly and raised a tire, which he had just planted squarely in the middle of a sticky puddle of waste oil.

"Oh, watch out for tractor pies," Mater advised. "They's slippery. Okay, these is tractors, y'see?"

Several yards ahead of the vehicles drowsed roughly a dozen tall, giant-wheeled, ungainly-looking vehicles, blotched with dirt and snoring faintly. Mater slipped up to the nearest of the vehicles, grinning widely, and gave a blast of his horn. The tractor reacted quite spectacularly, awakening with a startled lowing cry, rearing on its enormous rear tires, and flipping onto its aft end. Ominous bubbling echoed in its fuel tanks… and a blast of smoke exploded noisily from its exhaust pipe.

Despite himself, Sideswipe found himself laughing hysterically. Sunstreaker just offered him a disgusted look.

"That's tractor tipping," Mater replied triumphantly, rolling back toward the twins. "An' I don't care where you're from, that's funny right there!"

"I want to try!" Sideswipe said eagerly.

"Go fer it," Mater invited. "Jus' don't wake up Frank."

"Who's Frank?" demanded Sunstreaker.

"Y'don' wanna know," Mater assured him.

Sideswipe selected his target – a dark brown tractor with a prominent blotch around one optic. He slipped through the grass until his bumper was two feet from the vehicle's front wheels, then laid on the horn. Just like its unlucky counterpart, the tractor cried out, reared, and flipped onto its aft, releasing a sloppy explosion of pent-up exhaust. Sideswipe nearly rolled over himself, laughing so hard his undercarriage ached.

"Ain't it great?" said Mater with a grin of pure joy. "Tractors is soooo dumb…"

"Sunny, you gotta try this!" Sideswipe declared. "Sunny?"

The yellow Lamborghini was nowhere in sight. Sideswipe was about to go looking when a familiar sound reached his ears – the sound of an Autobot transforming as quietly as they could.

"Sunny, what the slag are you doing?" he demanded, whirling.

Sunstreaker ignored his brother, slinking through the grass on his hands and knees like a predator, his optics focused on the tractor herd. Reaching over his shoulder, he withdrew a rifle from subspace and rested it on his shoulder, squinting through the scope as he took careful aim.

"What's he up to?" asked Mater.

"Improving on your techniques," Sunstreaker replied quietly.

"Are you sure you know what you're doing?" Sideswipe demanded.

"Siders, trust me," Sunstreaker replied. "There's nothing that can go wrong here." He pulled the trigger.

One by one the tractors bucked and reared as blasts of energy impacted the ground right in front of them, throwing them onto their afts. In a matter of seconds every last tractor had been upended, spinning its front tires uselessly in the air. The rumble of their fuel tanks sounded like the approach of a thundercloud… and the combined expulsions of exhaust were loud enough to be mistaken for one of Wheeljack's experiments gone horribly awry.

Sunstreaker smirked and lowered his rifle as Mater nearly busted a gasket laughing. "What'd I tell you, Siders?"

"Up yours, slag-face," grumbled Sideswipe.

"You're just jealous you didn't think of it first."

"Why would I be jealous of…"

A deep rumble interrupted him, and Mater whirled to face a row of tall plants that glowed eerily, as if lit from behind. His grin faded, replaced by an expression of utter dread.

"That's Frank," he announced simply, and bolted.

Sideswipe opened his mouth to inquire further… and snapped it shut again as a huge orange combine burst out of the foliage, eyes maddened with rage, a horrendous bellow tearing from his mouth as he advanced on the Lamborghinis. The blades of his grain header whirled wickedly, ready to shred anything in his path. Upon spotting Sunstreaker he froze, briefly puzzled by the warrior's appearance.

Sunstreaker took advantage of Frank's momentary confusion to squeeze off a round, striking the combine just beneath the straw chute. That was a mistake – Frank only screamed in rage before bearing down on the twins full speed.

"SLAGGING PITFIRE!" shrieked Sunstreaker, and he leaped to his feet and bolted.

"RUN!" howled Sideswipe, gunning his engine. 

_Break…_

From the hillside, Sheriff and Prowl watched the unfolding drama with a great deal of amusement. In their blind panic the three miscreants were running in circles, Frank never more than a few seconds behind them. Prowl supposed he would have to call in a few Autobots to go rescue the troublemakers shortly, but for now he decided to let them suffer the consequences of their little unapproved jaunt.

"This happens a lot," Sheriff told him. "Mater's made tormenting Frank and his herd his lifelong ambition."

"Seems he's outdone himself this time," Prowl noted. "That thing looks out for scrap metal."

"I'll give you that – I doubt anyone's actually shot at him before…"

The erstwhile tractor tippers reached the gate at last, and Mater and Sideswipe ducked through it, slamming it behind them. Sunstreaker simply took a flying leap over the fence, hitting the ground running. Frank didn't even slow – his bulk shattered heavy beams and poles as if they were brittle glass.

"Holy Chrysler!" exclaimed Sheriff. "Frank's broken the fence!"

Prowl activated his comm. "Autobots roll out! Vicious machine is loose in town! All units report to Main Street! Repeat, all units report to Main Street!"

By the time Sheriff and Prowl arrived at the entrance to town, all the Autobots had gathered, forming a defensive wall that blocked off Main Street from Frank's entrance. And not a moment too soon – just as the two police cars took positions in the line, Sunstreaker came running up the road, skidding to a halt and hiding behind Prime's trailer. Sideswipe was seconds behind, squeezing between Jazz and Ironhide, while Mater didn't bother with the Autobots at all but simply ducked behind Luigi's tire tower.

Frank thundered into town, bellowing his rage. Prowl prepared to give the signal to transform. Hopefully the sight alone would balk the combine long enough for them to calm it down…

Another bellow ripped the air, and several sets of powerful hands grabbed the combine from behind. Frank screamed in outrage as Grimlock, Slag, Sludge, Snarl, and Swoop hefted him into the air and shoved him roughly over onto his back with a loud crash.

Lights flicked on in businesses up and down the street, and faces appeared at windows and doors. Doc Hudson rolled out to confront the Autobots, irritation written all over his face.

"What's going on out here?" he demanded.

"Me Grimlock tractor tip!" the Dinobot leader bellowed, pumping a fist in the air.

"Me Sludge help!" snapped Sludge, glowering.

"Me Swoop talk you Dinobots into following him Mater," Swoop demanded. "Me Swoop's idea in first place!"

"You Swoop shrimpy Dinobot," sneered Slag. "You not help much tipping him Frank!"

"But me Swoop had idea first," pouted Swoop.

"Everyone quiet!" ordered Prime. "Dinobots, thank you for your help. Take Frank back to his pen and stay guard over the fence to make sure he and the tractors don't escape." He turned to glower at the twins, who were still trembling from their close encounter with Radiator Springs' most vicious resident. "As for you two, you will repair that fence first thing in the morning before serving your punishment under Dr. Hudson. Understood?"

"Yes sir," they replied meekly.

A totally unfamiliar sound caused everyone to turn and stare – the sound of Prowl, the cool logical second-in-command and strategist of the Autobots, laughing himself absolutely sick. Jazz, too, was howling fit to burst, but his mirth was to be expected. Prowl was rarely seen even smiling – hearing him laugh was something akin to a miracle.

"What's so funny?" demanded Sideswipe, scraping together the last dregs of his pride.

"You should have… seen the looks… on your faces," Prowl got out.

"You two can charge Devastator without blinking, but a combine freaks you out!" Jazz chortled. "Ratchet, you taking notes on this?"

"Shut up," grumped Sunstreaker. "You weren't out there running from that psychotic machine. If I didn't know any better, I'd say it's a Decepticon agent…"

"Stow it, Sunny," Ironhide advised. "An' back to impound."

Grumbling and sulking, the twins followed Sheriff back to the impound lot.

Mater peeked out from behind the tower of tires. "Is the coast clear?"

"Sheriff's gone and the Dinobots are handling Frank, if that's what you mean," Prime replied. "You can come out now."

"Thanks." The tow truck emerged from hiding and headed back for his tow lot, trying hard to act as if he'd had no hand in the night's misadventures but failing miserably.

Ratchet turned to Prime. "How long until we leave for the Dinoco race?"

"The day after tomorrow. Why?"

Ratchet snorted. "Considering how our luck has been going, I'll be surprised if this town's still standing by then."

"Look on the bright side," Prime advised. "The twins are probably cowed enough by this incident that they won't trouble you further."

"Want to bet?" demanded Ratchet.


	6. Chapter 6

**Part VI**

Megatron raised the scope to his optics again, eyeing the speedway from his vantage point on the cliffs outside this Nevada city. From his observations, the arena was even more packed than the Motor Speedway of the South had been at the original Dinoco 400 race. The stands glittered with headlights and camera flashes, and the din of the crowds' engines and voices was faintly audible even from this distance. Helicopters and the Lightyear Blimp circled the speedway like luminescent birds, recording and broadcasting the event worldwide. This entire planet, it seemed, wanted to see the outcome of the final race between Lightning McQueen and that miserable Autobot they knew as Rod Witwicky.

A smile spread across his faceplate. Perfect. The more witnesses there were to Optimus Prime's demise, the better.

He motioned for his men to keep climbing. The Decepticon strike team was unusually small – only Starscream, Thundercracker, Skywarp, and Soundwave and his cassettes accompanied him. But tonight's victory would not be won by a face-to-face battle, oh no. This time they would strike from afar, taking out Prime while he stood foolishly out in the open to cheer on his warrior in this mindless race. Then, with the Autobots in chaos over the death of their beloved leader, it would be a simple matter for his strike team to move in for the kill, backed up by the Stunticons that were hidden in the stands under the guise of spectators.

And with any luck, they just might be able to destroy that thrice-blasted tow truck in the process.

Starscream cursed loudly as he slipped in a patch of loose rock, almost falling back down the cliff face.

"Watch it, Cessna-spawn," grumbled Thundercracker.

"Shut up, Thunder-aft!" snapped Starscream. "And remind me why we couldn't just FLY up to the top of the cliff and save ourselves a lot of trouble and scraped paint, O Mighty Megatron!"

"Because then the speedway security – not to mention the Autobots – would see us, you imbecile," Megatron retorted. "Keep climbing!"

Starscream grumbled some more before proceeding up the cliff face.

_Break…_

"Gentlemen, start your engines!"

The crowd screamed in anticipation as the roar of forty-three racers filled the speedway. The Dinoco 400 rematch was about to go underway… and this time all possible precautions were being taken to ensure this match ran uninterrupted. Not only were the Autobots on full alert, but security to the event had been tightened until it squeaked. Police helicopters joined the camera crews overhead, security vehicles seeded the crowd, and military vehicles patrolled the infield and pits regularly in search of unusual activity. Suspicious-looking vehicles were immediately detained and searched, and police had already had to escort an unruly PT Cruiser from the building for refusing to show ID and for attempting to ram an officer.

Prime smirked a little from his position in the pits. Red Alert would have been quite pleased with this state of affairs, had he been present. Or perhaps not – the Security Officer could find threats and flaws in security anywhere. He doubted even a lockdown of the entire arena would have made him happy.

Lightning and Hot Rod's pits sat side by side, so the Autobots and residents of Radiator Springs could communicate readily if the need arose. Even now Jazz and Doc were exchanging information of some sort over the radio. Once Doc finished and cut the connection, Jazz turned to his superior.

"Doc wants to know if there's any chance Megatron cut a deal with one o' the racers," he reported.

Prime frowned. "We know they haven't entered their own racer – we've confirmed Hot Rod's the only Cybertronian out there. Whether they've attempted to bargain with any of them is unknown."

"I doubt it highly," Prowl put in. "He stated before that he considers these people weak and not worth negotiating with."

"Coulda changed his mind," Jazz pointed out.

"Does Doc have any information to back up his suspicions?" asked Prime.

"Just Chick gettin' mouthy before the race," Jazz replied. "Not like THAT'S anythin' new, though."

Prime considered. "Tell Lightning and Hot Rod to keep an eye on that one during the race. I would rather be too careful than too careless at this point."

"Roger that," Jazz replied, then set to relaying the information to Doc and Hot Rod.

A flash of green flag… and the racers screamed away from the starting line. The Dinoco 400 rematch was underway.

_Break…_

"Hey rookie!"

Lightning rolled his eyes as Chick pulled up even with him, a sneer behind his black grille. As the race was less than a dozen laps old at this point, neither car was worrying about taking the lead quite yet. Better to hang back and let the hotshots burn through their fuel and head for the pits before going for the front of the pack.

"Listen, that cup's mine," Chick informed him, eyes narrowed to slits. "Mine. Ya hear me? The Chick era ain't over yet. And there ain't no giant robots to save your bumper this time. Oh wait, that didn't happen, did it?"

"What didn't happen?" asked Lightning, feigning innocence. "You never screamed like a girl and drove for the exit like someone set your spoiler on fire? Oh wait, you don't have a spoiler, do you?"

Chick glowered. "Don't get cute, McQueen. 'Less you wanna find your shiny red paint job ground into the track." And he punched his gas and tore off.

Lightning watched him go, making sure he was out of earshot before addressing Doc via radio. "Did you hear all that?"

"Loud and clear," Doc replied, voice grave.

"Same here," Jazz put in.

"What happens now?"

"Nothin' for the moment," Jazz replied. "Could be just big talk."

"Or he could have Decepticon allies preparing to sabotage the race," Prowl added. "All the same, we need more information. We'll keep an optic on him."

"Let the Autobots do their job," Doc advised. "And you do yours. If you're looking to pass Number 52, you're clear on the left."

He swerved easily around the racer and pressed on.

_Break…_

In the stands, five vehicles lucky enough to have front-row seats to the action peered over the wall at the racers, shifting restlessly on their tires as if itching to leap over the barrier and join in the race. They made an odd collection of vehicles – a purple Kenworth semi-truck sans trailer, a red Porsche, a white Lamborghini Countach, a silver Ferrari, and a yellow Formula-1-style racer – but few cars paid them much attention despite the fact that they were by and far the most obnoxious spectators in the stands.

"This is racing?" demanded Dragstrip with a sneer. "Ha! I can drive circles around any of those scrap piles!"

"Yeah, yeah, we all know you're the best," grumped Dead End. "Stick a tire in it, will ya?"

"Shut up all of you," thundered Motormaster without sparing them a glance. His optics were focused, not on the track, but on the pits… specifically, on a red-and-blue Freightliner in Witwicky's pit who was totally oblivious to the purple semi's venomous glower.

"Hey Fatso, move your aft a little!" shouted the car behind him. "I can't see!"

Motormaster backed up until he was parked nearly on top of the luckless spectator. "Did I move my aft enough for you, pal?"

"Motor, knock it off!" snapped Breakdown. "You're gonna get us thrown out, and then how will we be able to join the big fight, huh?"

The truck growled threateningly but eased forward, letting the subdued vehicle escape and settle back in his seat.

"Why are we just sitting up here anyway?" complained Wildrider. "The Autobots are in plain sight, plus they're distracted. We can take 'em out…"

"We wait for Megatron's signal," hissed Motormaster. "Once we see Prime go down, we move in. Not before."

A collective gasp rose from the crowd, and the Stunticons turned their attention back to the track to see a blue Sunbird spinning out of control.

_Break…_

High on the cliff face, the Decepticon strike team crouched low to protect themselves from discovery, though Megatron knew the chances of anyone spotting them against the night sky were fairly low. While Starscream readied the long-range cannon, Skywarp, Thundercracker, and the cassettes formed a protective perimeter on the chance that the Autobots discovered what they were up to and sent soldiers.

"What's going on down there?" asked Skywarp as Megatron inspected the track through his scope. "Who's ahead?"

"We didn't come here to watch the fraggin' race, moron," Thundercracker snapped, popping him on the back of his helmet.

"'Scuse me for wondering…" huffed Skywarp.

"Number 28, the blue Sunbird," Megatron replied, not looking up. "With Hot Rod not far behind."

"What's he doing letting one'a the runts kick his aft?" demanded Rumble. "Soundwave, tune into the broadcast, why don't ya?"

"Who cares who wins the race?" grumbled Starscream, locking another component of the cannon into place.

A splutter of static issued from Soundwave's chest as he searched for the local radio frequencies. Odd bursts of music sounded, then what sounded like a traffic report… then the shocked voice of commentator Darrel Cartrip.

"Holy smokes, Weathers' just hit the wall!"

"Now we've seen Weathers taking some big risks on the track today," Bob Cutlass was replying. "He's been lucky up until now, but clearly that pass was a mistake. He's got his father's speed, that's for sure, but we can see he's got a long way to go still before he can claim the King's title."

"He's still got a couple hundred laps to catch up. We'll see if he learns something from this."

"And now Witwicky's in the lead, with McQueen right behind! And it doesn't look like Hicks is too happy with this state of affairs…"

"The Autobot's in the lead?" demanded Thundercracker, scowling. "We can't let the Autobot win the fraggin' race! I say we take Hot Rod out before we make a move on Prime!"

"No way!" Rumble protested. "I'm not about to let one of these mecha-wimps think he's better than us Cybertronians!"

Soundwave nodded in agreement. "Mechanical natives – inferior. Cybertronians – superior."

"But he's a friggin' Autobot!" protested Thundercracker.

"So we pound his skidplate into the asphalt after the race!" Frenzy shot back.

"QUIET!" bellowed Megatron, shutting the Seeker and cassette up instantly.

After a moment of silence, Skywarp dared to speak up. "Sir? Were you going to say something…"

"Shut up," Megatron snapped, his gaze never moving from the track.

Starscream continued readying the cannon, muttering to himself.

_Break…_

Vince pulled up even with Lightning, a determined glint in his eyes. No going easy on his mentor, Lightning could tell – he planned on holding nothing back in his quest for the Piston Cup.

Grinning, Lightning let himself drift toward the young Ferrari, as if he'd been distracted and let his gaze wander from the road. Vince instinctively veered away from him... and inadvertently gave the older vehicle plenty of room to pass. He heard Vince swear under his breath as he shot past.

Misty and Number 63, a red-violet racer named Medford, were locked in a dead heat at the head of the pack, neither seeming willing to give an inch. Further back, Dirk hovered in place, awaiting his chance to dart back to the front -- evidently he hadn't learned his lesson from his last upset. Behind him, he knew Hot Rod was hanging right on Chick's bumper, keeping a close eye on the green racer in case he attempted anything stupid or treacherous...

Dirk suddenly gunned his engine, trying to squeeze between Misty and the wall. She swerved over to close the gap, but instead of backing off Dirk attempted to beat her to the punch. The result -- the Sunbird was brutally sandwiched between the wall and the purple Buick for a split second before both cars went spinning into the rest of the pack. Lightning barely dodged a flying Medford in time, and behind him a sickening crunch told him a few other cars hadn't been as lucky.

"Keep going!" Doc advised. "No one's hurt badly, though it looks like Dirk's out of the race. Looks like Misty's crew chief's trying to talk her out of continuing too, but we both know how much good that'll do..."

"Vince and Rod?"

"Both fine. Unfortunately, Chick's still in the running as well."

The aforementioned green Buick shot past Lightning at that moment, a sickeningly triumphant grin plastered across his bumper. Lightning ground his teeth and pursued Chick.

_Break..._

"Skywarp, you can put your hands down now," Thundercracker told the purple-and-black Seeker. "They cleaned the crash up."

Skywarp lowered his hands from his optics. "Anyone dead?"

"No, just a few cars hauled out for repairs," Rumble reported. "One of McQueen's students, but not McQueen or Hot Rod."

"Honestly," grumbled Starscream, "you can tear Autobots limb from limb on the battlefield, but you can't watch a little car crash..."

"Shove it up your tailpipe," Skywarp snapped.

Starscream ignored him, instead concentrating on making a few final adjustments to the cannon. Once he was sure it was ready to fire, he placed an optic to the scope and began lining it up with its intended target -- a certain red-and-blue Freightliner in the pits, one that was currently oblivious to anything but the Dinoco 400...

"Hold your fire, Starscream."

The red Seeker glanced up, startled. "What? Hold? What for?"

Megatron didn't answer right away. The Decepticon leader hadn't moved an inch since lining his scope up with the track, and with disgust Starscream saw that his commander was focused entirely on the race. Like Prime, he seemed to have forgotten his original objective and gotten caught up in this Dinoco madness just like every other mech on this Primus-forsaken planet.

"Wait," Megatron ordered finally. "I want to know how this all turns out."

Frenzy whooped and settled back on a boulder, looking for all the world like he was relaxing in the Common Room of the Decepticon Base and not camped out on a mountaintop on an assassination attempt gone weirdly wrong.

"Two cubes of energon on Hot Rod," Rumble grinned.

"You're on," Thundercracker shot back, pulling a pair of binoculars out of subspace and training them on the raceway.

"Megatron," Starscream said disgustedly, "may I remind you that we came here for Prime..."

"No, you may NOT remind me!" Megatron snarled. "You MAY shut off your vocalizer and let me forget you exist!"

Starscream couldn't believe this! It was one thing for his insubordinate Seekers or Soundwave's idiot cassettes to allow themselves to be distracted by a fool race, but for Megatron himself to lose sight of their objective in favor of this nonsense? It was completely unacceptable behavior for a Decepticon leader! He reached for the cannon, fully intending to complete their mission himself...

Without moving any other part of his body, Megatron swung his cannon-arm in Starscream's direction and released a blast of energy that knocked Starscream sprawling, temporarily deactivating him.

"Serves him right," humphed Thundercracker, turning his attention back to the race.

"Hey, let me have a look!" demanded Skywarp, reaching for the binoculars.

Thundercracker leaned away. "If you wanted a look, you should have brought your own!"

"I didn't know we'd be watching the race! C'mon, I'll give them right back..."

"Wait your slaggin' turn..."

Darrel Cartrip's voice issued from Soundwave's chest -- "Lap 200 now, and it's Vince DeLorean at the head of the pack, with McQueen and Witwicky right behind..."

_Break..._

"Blades to Prime!"

Prime turned away from the racetrack to take the message. "Prime speaking."

"Decepticons spotted on the ridge overlooking the track!" the Protectobot reported from his vantage point high over the race, where his helicoptor mode blended in nicely with the news and security choppers.

"How many and which ones?"

"Megatron, three Seekers, Soundwave, and at least two cassettes."

"What are they doing?"

Here Blades hesitated. "Nothing. They're just... sitting there. One looks offline... and there's a cannon too, but no one's near it."

Well, that was unusual. "No other weapons visible?"

"No. They're just watching the track. Two of 'em are fighting over something, looks like binoculars..."

Prime allowed himself a slight chuckle.

"What's so funny?"

"Oh, nothing. You and the Aerialbots just keep an eye on them and report back if they change position or activities. I'll notify our backup."

"Copy, Prime."

Jazz gave Prime a curious glance as he signed off and turned back to the track. "What's up, boss-mech?"

"Seems the Decepticons couldn't pass up the opportunity to watch the race," Prime noted, nodding toward the mountain overlooking the track.

Prowl gave the mountain a critical look. "Ideal location for sighting potential targets, but ill-suited for watching the race from this distance. Are you sure they're just spectators?"

"From what Blades reported, I think the Dinoco 400 distracted them from whatever they were originally planning," Prime replied.

Jazz laughed. "Have to wonder which guy they're rootin' for."

Prime turned to address Prowl. "Hate to cut this off early for you, Prowl, but I think it's best if an officer takes our backup troops up the mountain just in case."

Prowl nodded, a slight glimmer of disappointment showing in his optics. "Let me know how it turns out," he requested before turning and exiting the stadium.

_Break..._

"When the slag are they going to fire anyhow?" demanded Breakdown. "What's the fraggin' holdup?"

"Hang on," Motormaster ordered, activating his radio. "Motormaster to Megatron."

"This had better be good," growled the Decepticon leader.

"Why hasn't your team moved in yet?" demanded the Stunticon commander. "I thought you'd have Prime splattered all over the track by now!"

"You will restrain yourselves until I give the order," Megatron snapped. "If you make one move before then, it will be YOUR components, not Prime's, that they will be cleaning off the speedway."

"But why -- Pitfire, he cut the line," Motormaster growled.

"What's the fraggin' deal?" huffed Wildride. "Why aren't we attacking?"

"Oh, can it," huffed Dead End. "Maybe he just wants to see who wins the race."

"The race?" Motormaster laughed disdainfully. "What do Decepticons care about these mech-runt races?"

"Obviously Megatron cares," Dead End replied. "Why else has he not issued an order to attack?"

Motormaster gaped at the Porsche for a moment. Then he turned back to give Prime his most deadly glower yet.

"Well, if Megatron isn't going to destroy Prime," he growled, a cruel smile on his bumper, "I will. And take great pleasure from it..."

"Didn't Megatron say..." began Breakdown.

"Frag what Megatron said! Stunticons attack!"

_Break..._

A hard bump from behind knocked Hot Rod off course, and he swerved dangerously back and forth as he fought to stay on course. A nasty laugh betrayed the perpetrator -- Chick Hicks, generously dishing out the dirty tricks in an effort to climb to the head of the pack. Unfortunately for the green Buick, his maneuver had shaken him up too, and by the time he'd regained control of himself, Hot Rod had recovered as well.

Rod spared a glance toward the mountain overlooking the track. He hoped Prime knew what he was doing. The Decepticons might be distracted by the race now, but would they remain so for long...

There was an uproar in the crowd just ahead as he navigated another turn -- several vehicles were trying to leap the dividing wall. With a jolt he recognized them, and he prepared to warn Jazz...

It was then that Chick had the incredible luck -- bad luck on his part, but good luck on the Autobots' part -- to choose that exact moment to try to ram Hot Rod again.

Acting purely out of preprogrammed instinct, Hot Rod rammed back, knocking himself loose... but making Chick lose control completely. He spun wildly, struck two more racers, and went airborne, sailing over the track and into the stands... straight for the Stunticons that were about to mob the track and pits to help themselves to minced Autobot.

Motormaster looked up to see the green Buick racer flying towards him. "Oh, sla--"

_Break..._

From the pits, Bumblebee gave a triumphant whoop as Chick smacked right into Motormaster's face with enough force to bowl the semi over -- right on top of his Stunticon friends. "Take that, slag-swilling bullies! Serves you completely right!"

"What are you talking about?" demanded Sarge. "Chick just hit a civilian!"

"Correction -- he hit one of Megatron's deadliest soldiers," Prime informed him. "Motormaster and his fellow Stunticons are a formidable force and have dealt a great deal of damage in their time."

Fillmore laughed. "Karma comes back to bite you in the end, man."

"Stow it, hippie," Sarge muttered. "Now what?"

"Now we send the signal to Ratchet and First Aid to move in," Wheeljack said brightly. "While security arrests them for trying to disrupt the race, our medics'll treat injuries and quietly disable their transformation cogs and weaponry so they can't escape by assuming robot mode. Then when the cops are done with them, they'll turn them over to us." He grinned cheerily at Prime. "Isn't it nice how that all works out? Chick and the Stunti-morons out in one go!"

Prime couldn't fully suppress a smile. "Be that as it may, the race isn't over yet."

_Break..._

"...only minor injuries sustained in the wreck, thank goodness," Bob Cutlass reported over the radiowaves. "Looks like security and emergency crews are taking care of the spectators, who I hazard a guess won't be trying to climb the walls anymore."

Megatron let loose with a string of vulgarities that would have made Ratchet's audials smoke. "That fool! Defying my orders! If he weren't already in the hands of the Autobots, I'd disassemble him myself!"

"You want us to go liberate the Stunts?" asked Skywarp.

"No," Megatron replied. "We'll wait. The Autobots will eventually wish to exchange the Stunticons for energon or a cease in hostilities. And it will teach Motormaster not to defy me again."

"I hope Chick's learned his lesson today, Bob," Darrel added to Bob's commentary. "He pulled one dirty trick too many, and it pulled him clean out of the Piston Cup!"

"Which means this race belongs to McQueen and Witwicky!" Bob exclaimed.

"And with twenty laps to go, the heat is going up!" Darrel finished excitedly.

"What's he talking about?" grumbled Thundercracker, holding the binoculars up to keep them out of Skywarp's reach. "Race belongs to McQueen!"

"Are you crazy?" Rumble demanded. "Hot Rod's going to win!"

"McQueen!"

"Hot Rod!"

"McQueen!"

"Hot Rod!"

_Break..._

"McQueen! McQueen! McQueen!"

"Hot Rod! Hot Rod! Hot Rod!"

Both names echoed from the crowd as lap upon lap disappeared under the racers' tires, chanted by adoring fans of both vehicles. Horns blared excitedly, scarlet banners bearing Lightning's signature bolt or Rod's signature flames waved, bets were made, and cameras strobed through the blackness. The Miata twins, one painted solid red with a lightning bolt across her hood, the other red with yellow flames, screamed excitedly as the objects of their affection streaked past. The Rust-eze crew members shook so much with barely contained excitement that flakes of rust floated to the ground around them like grungy snow. Mirage and Bluestreak, who had been assigned to the crowd to keep an eye out for 'Con activity, argued fiercely between themselves over whether to cheer on Lightning or Hot Rod.

In the pits, Mater seemed to have found a solution for that particular problem in his own way.

"Lightnin'! Hot Rod! Lightnin'! Hot Rod! Lightnin'! Hot Rod!"

"Make up yer fraggin' mind!" Ironhide advised.

"Shoot, they're both my best friends!" Mater protested. "Can't cheer one without cheerin' the other!"

Ironhide paused, not having a ready retort for that.

"I think we're all facing that dilemma, actually," Hound pointed out. "Hot Rod's our comrade, but Lightning's become a friend. And vice versa with your people."

"Holy slag, did you see that!!!" shrieked Sunstreaker, bouncing on his suspension. "Vince blew a tire! He's all over the track!"

Autobot and car alike stared in horror as the silver Ferrari careened out of control, bashing into car after car and whacking Misty and Lightning onto the infield. Misty spun a few times before coming to rest, looking rather dizzy. But Lightning acted fast, jerking his wheels hard to the right... and skidding to the left until he was back on the track and just a few car lengths behind Hot Rod. Misty stared in awe while Vince limped toward his pit crew, cursing his luck.

"Turn right to go left," Doc grinned. "Good job, rookie."

"Opposite-lock steering," Wheeljack noted approvingly. "Good trick."

"Down to the tenth lap!" exclaimed Sideswipe. "Hot Rod's in the lead! He's just gotta keep it up for ten more laps!"

"Stop fragging yelling in my audial!" Sunstreaker snapped.

"Well, 'scuze me for being happy!" retorted Sideswipe. "Who rained on your wax job anyway?"

"Shut your hole, loudmouth," Sunstreaker grumped.

"Make me, banana boy."

"What'd you call me..."

Prime cut the argument off with a long, loud pull of his horn, shutting both Lambos up and making most of the other vehicles in the pits jump a foot in the air.

"Thanks, man," Ramone told Prime. "Was startin' to think those two'd never shut up."

"Watch it, flame-fender," growled Sunstreaker.

"Was that supposed to be an insult?" asked Ramone.

"Slag yes. Flames are completely tacky... not to mention the fact that those shades of blue and brown clash horribly."

"It's bronze, not brown!"

"Sure, whatever."

"Why, I oughta..." snarled Ramone, revving.

"Back off, Ramone!" Flo snapped. "Don't encourage him!"

"Everyone shut it!" shouted Hound. "We're missing the race! Which, by the way, is down to eight laps and counting!"

The chatter and arguments cut off as everyone focused their attention back to the track.

_Break..._

_7 Laps Remaining... _Lightning had closed the gap between himself and Hot Rod and edged ahead by half a car-length. Rod bared his dental plates in concentration as he poured all his energy into edging ahead.

_6 Laps Remaining... _Now Rod had nosed ahead. The rest of the pack had fallen back, almost as if unconciously recognizing the two red racers as the stars of this show and not wanting to steal their spotlight. The crowd cheered loud enough for Megatron and his men to hear them from the mountain.

_5 Laps Remaining... _Rod was still ahead, though only by a foot or so. The crowd was screaming wildly. The Autobots blared their horns as the racers passed their pit. High on the mountain, Rumble had increased his bet to five cubes.

_4 Laps Remaining... _Lightning slipped ahead. The crowd was close to the riot point. Bluestreak and Mirage had long ceased arguing over who they were rooting for and were now simply screaming for whichever racer happened to be in the lead at the present moment. Guido and Luigi were shouting in Italian and jumping up and down so enthusiastically it was a wonder they didn't blow their suspensions.

_3 Laps Remaining... _Now Rod was ahead, if barely. Their engines could hardly be heard over the howls of the crowd. Sally edged as close to the track as she dared, her eyes never leaving Lightning. Within moments Prime had joined her, then Mater, then the twins, until every pit crew member save Doc and Jazz had lined up on either side of her to keep a closer eye on their champions.

_2 Laps Remaining... _Lightning ahead again. On the mountain, Megatron, Soundwave, Rumble, and Frenzy (who was chewing on his fingertips with nervous energy) stared at the track in rapt attention, completely oblivious to Thundercracker and Skywarp as they grappled violently over the binoculars. The voices of Bob and Darrel could still be heard over Soundwave's radio, each commentator talking over his partner as they excitedly shouted their own comments.

_1 Lap Remaining... _

"It's a dead heat!" cried Darrel. "Lightning McQueen and Rod Witwicky are fender to fender!"

"Ladies and gentlemen, this is going to be close!" shouted Bob.

"It's gonna be explosive!" Darrel retorted.

"They're still tied!" Bob exclaimed.

The audience's excitement had been whipped to a fever pitch, and they screamed and leaped in their seats as Lightning and Rod made the first turn, then the second, all the while matching paces almost exactly. In contrast a dead hush had fallen over the pits as the Autobots and citizens of Radiator Springs watched their champions shoot past. Even Doc and Jazz were silent.

Then, just after the third turn, Lightning began to slide ahead. Hot Rod managed to close the gap, only for Lightning to open it again. Slowly, as the two cars made the fourth turn and tore toward the finish line, Lightning crept ahead. A few inches... a foot... two feet... half a car length...

The checkered flag cut a graceful arc in the air as both cars shot across the line.

_"McQueen wins the Piston cup!"_ screamed Darrel. _"McQueen wins the Cup! McQueen wins the Cup!"_

"Ladies and gentlemen, what an incredible race!" exclaimed Bob. "Lightning McQueen has won the Dinoco 400 and the Piston Cup!"

The crowd erupted with the force of a bomb to hail Lightning's victory.

Lightning himself circled to pull into his pit, wanting nothing more than a full tank of high-grade and a few moments to catch his breath. But before he could even brake to a complete stop everyone was upon him, slapping his fenders and tires, chattering excitedly, and generally carrying on.

"You did it!" shouted Sally, kissing him soundly on the lips. "You really did it! You won!"

"I won?" he repeated, sounding a little stunned.

"You done it, Lightnin'!" cried Mater, slapping his door panel. "By golly, I'm so happy..." His voice trailed off as his eyes filled up with tears.

"I won." He processed that thought a moment until it finally sunk in. "I won! I won the Piston Cup!" He let out a whoop and flashed his lucky sticker skyward. "Ka-CHOW!"

Doc and Jazz rolled down from their platforms and came over to join the crowd. Doc looked more satisfied than ecstatic, but Jazz looked about ready to jump out of his paint job.

"Congratulations, rookie," Doc told him. "You earned it. You truly earned it."

"YEE-HAW!" howled Jazz. "You won! You won! Congrats, Lightnin'! I'd kiss ya, but I have a feelin' that'd upset yer girlfriend..."

"Jazz, why are you so excited?" asked Lightning. "I mean... I beat your guy..."

"Why shouldn't we be excited?" demanded Wheeljack. "You won!"

To Lightning's surprise, the Autobots were celebrating his victory as well, despite the fact that he'd just defeated their champion. The twins were thumping each other with their doors and spinning in circles, crowing excitedly all the while. Wheeljack and Bumblebee were cheering and hollering on either side of Luigi, who had dissolved into triumphant tears, while Jazz and Hound sang out a raucous round of "We Are the Champions." Even Prime -- the noble, unflappable leader of the Autobots -- blared his horn over and over, sounding out Lightning's victory loud and clear.

Hot Rod pulled into the pits and approached Lightning, grinning broadly. He extended a tire toward his fellow racer. "Hey Lightning, good race. Congratulations."

Lightning raised a wheel to high-tire the Autobot. "Thanks. And you ran a good race too."

Sideswipe drove to Lightning's side, laughing excitedly, and Sunstreaker appeared at Hot Rod's side, grinning maniacally.

"When we get back to Radiator Springs," Sideswipe gushed, "we're throwing you two a party!"

"A party?" repeated Sunstreaker. "Slag with the party. We'll throw the biggest celebration your town's ever seen!" He pulled up behind Lightning and shoved him forward. "Get your aft to the awards stage, pal!"

_Break..._

The Decepticons sat in complete silence as Soundwave's radio broadcasted Lightning's words from the awards stage. In definite contrast to those at the speedway, they hadn't said a word since learning of Lightning's victory -- except, of course, for a spate of curses from Rumble as he berated himself for placing the lousy bet on Hot Rod.

"This Piston Cup doesn't really belong to me," the racer said. "A lot of cars helped me make it this far. The Rust-eze team, thanks for giving me my break. Mack, thanks for sticking with me from the very beginning. Doc Hudson, you're the greatest coach and crew chief. Mater, we're definitley going to celebrate this one together when we get home."

A rowdy whoop could be heard over the buzz of the crowd.

"Sally, I love you, and thanks for your support. And everyone else from Radiator Springs -- Luigi, Guido, Ramone, Flo, Sarge, Fillmore, and Sherrif, Red, and Lizzie back home -- thank you for everything. This cup belongs to all of you." A pause. "And thanks to Rod Witwicky and his crew, and good job today. You guys have been good friends, and I hope to see you on the track next year!"

Starscream, who had come back online by this point, made a derisive sound. "I'm going to be sick."

"So... uh, are we disappointed that the Cybertronian got his aft kicked?" Skywarp inquired. "Or are we happy that the Autobots finally lost something for once?"

"Who the slag cares?" demanded Starscream, reaching for the cannon. "Megatron, can I fire NOW?"

"I don't think that would be wise."

The Decepticons whirled to find themselves optic-to-optic with Prime's second-in-command... and greatly outnumbered.

"What the..." demanded Thundercracker. "How did you guys..."

Blaster grinned broadly. "Wasn't hard. You goons were all so distracted by the race it was child's play to come up here and surround you."

"Don't think your Stunticons are going to help you out of this," Hot Spot told them, sounding far too pleased with himself.

"And I wouldn't suggest calling for backup, if you have any," Silverbolt advised. "I doubt they would get here in time."

Megatron glowered at Prowl, Blaster and his cassettes, and the assembled Aerialbots and Protectobots. "So this is it?" he inquired. "You will destroy me once and for all?"

"That would be the most logical move from this point," Prowl acknowledged. "However, as we're all in a fairly good mood from our friend's victory, we're willing to let you go, provided you don't return and attempt anything stupid."

Megatron gave a small smile. "Why would we attempt an attack now? After all, in a way, I have won. Today was not an Autobot victory."

"Perhaps not," Prowl replied. "But neither was it a Decepticon victory."

"I say we blow them all away," snarled Starscream.

"And I say when we get home, you'll be wishing YOU were the one blown away!" Megatron barked. "Decepticons, return to base!"

Prowl kept a watchful eye on the Decepticons as they packed up and flew away.

"If only all our battles were this easy," said Blaster. "Not a shot fired."

"The war is far from over," Prowl told him. "And our next battle is unlikely to be this simple. So let us enjoy a non-violent victory while we can." He motioned to the speedway below them. "Shall we join the other Autobots and proceed to Radiator Springs?"

"Is that a stupid question or what?" Blaster grinned. "VICTORY PARTY!"


	7. Epilogue

**Epilogue**

"Now that was a party!" laughed Lightning, pulling up to park beside Sally and Hot Rod at the head of Main Street to observe the town.

Sally smirked. "I sure don't envy some of them in the morning when they have to report for work or duty with a hangover."

"One has to wonder where Wheeljack got his hands on so much high-grade," Hot Rod mused.

"One also has to wonder where Jazz got a sombrero that fit his head," Lightning added, eliciting a laugh from the other two vehicles.

Radiator Springs looked a mess tonight -- if any tourists happened to blunder into town at this unholy hour, they might have assumed there had been a massive brawl, judging by the bodies littering the curbs and parking lots and the empty fuel canisters scattered about. Flo had been generous with her high-octane fuel, and the Autobots had whooped it up with their own version of intoxicating brew. Mater and Jazz had been the life of the party, of course, Mater livening things up halfway through with an unscheduled tractor stampede and Jazz flaunting the aforementioned sombrero for the revelers. Even Doc, who had a particular distaste for drunken antics, and Prowl, whom Hot Rod described as being a bit of a stiff, had enjoyed a few drinks and celebrated almost as hard as the rest of town.

The end result, of course, was that the residents would have quite the mess to clean up in the morning -- unless Doc had the Road Hazards do that. And Ratchet was going to have a time of it dealing with a few dozen hung-over mechs in the clinic.

Lightning gazed over the snoring vehicles and the sprawled forms of Autobots still in their robot modes. He and Hot Rod had enjoyed a few drinks, but being racers the last thing either of them needed was an octane overdose, so they had kept the imbibing to a minimum. Sally rarely drank high-octane anyhow, so she too was clear-headed. Lightning wondered if the three of them were the only sober mechs in town at the moment.

"I hope Hound got holos of this," Hot Rod grinned. "I need a few of those pics of the twins climbing the tire tower."

"Blackmail material?" asked Sally knowingly.

"Slag yes. With those two, you need all the defensive tools you can get."

She laughed.

"Lightnin'?"

The three cars looked up to see Jazz in robot mode, picking his way over the prone forms of Wheeljack, Fillmore, and the Dinobots to get to them. He wobbled slightly on his feet but otherwise seemed perfectly functional, which was surprising given the amount he had been drinking that evening. When he reached Lightning, he knelt to address him.

"Prime would like a word with ya, Lightnin'," Jazz informed him. "An' Mater too, if we can find him."

"I haven't seen him since we finished rounding up the tractors," Sally replied. "Though with the mood Sherrif was in about that, I don't really blame him for hiding."

Hot Rod pointed with a tire. "He's over by Sarge's Surplus Hut. Looks like Smokescreen and Bluestreak are with him."

Lightning frowned. "That can't be too good." Despite liking Mater a great deal, he had to admit that the tow truck could be a little overwhelming when being introduced to someone new. Smokescreen, who had just arrived at Radiator Springs that day for the party, was probably learning a lot more than he ever wanted to know about the residents and history of the town at that moment.

Jazz laughed. "Aw, 'Screen can handle himself," he assured Lightning, and he shifted to his Porsche mode. "C'mon, let's go see what they're up to."

As they approached Sarge's hut, they caught the tail end of the conversation -- or rather, the tail end of Mater's story.

"...an' all that was left of them was two outta-state license plates. So remember, the one thing the Ghostlight hates most of all is the sound of clankin' metal..."

Smokescreen gazed at Mater with half-lidded optics, clearly unimpressed with Mater's recounting of the Ghostlight legend. Bluestreak was another story -- the poor young Datsun was shaking enough for his door panels to rattle.

"Calm down, Blue, it ain't real," Jazz assured him, pulling up alongside Mater.

"But it is real!" Mater protested. "Just ask the Sherrif!"

"Mater, Prime wants to talk to us," Lightning told him, cutting him off before he could scare the Datsun any worse.

"Okay, g'night Smokey, g'night Blue," Mater told his audience.

"Good night, and don't call me Smokey," Smokescreen replied, turning and driving off.

"Jazz?" squeaked Bluestreak, his gaze flitting everywhere as he desperately searched for any sign of the mythic Ghostlight. "I know you're recharging at Sally's motel tonight... but... ah... can you... uh... come back to the Wheel Well with me?"

"No can do, Blue. All th' major officers an' team leaders need to be at this meetin'."

Lightning offered the Porsche a quizzical look. All officers? Just what was going on?

"I'll go with him," Sally volunteered.

Bluestreak visibly relaxed. "Thanks, Miss Sally."

"No problem, Bluestreak," she replied.

"Oh, while you're at it, can you drop this off at the racing museum for me?" asked Lightning, handing her his Dinoco cup. "Don't want anyone trying to drink out of it again."

"Or at this point, y' don't want anyone purging their fuel tank in it," Jazz grinned.

Sally rolled her eyes. "So now that Stickers is a Dinoco champ, he has to have someone else run his errands, huh?" she asked teasingly, taking the cup. Involuntarily she glanced inside the trophy... and gasped.

"What?" asked Hot Rod. "Don't tell me somebody DID tank-purge in it..."

She didn't answer, only tipped the trophy and caught what was inside in her other tire -- a gold lug nut set with a diamond.

"Lightning," she breathed, looking up to hold his gaze.

He grinned awkwardly, hoping he didn't look as foolish as he felt. "Sally... um, this is a bit overdue, but... would you marry me?"

She gazed at the diamond again. "Lightning, I... I don't know what to say..."

"Say yes, girl!" Jazz gushed, grinning from fender to fender and looking so pleased with himself one would have thought he had proposed to her rather than the racecar.

She laughed. "Yes, then." She leaned forward and kissed Lightning. "And it's about time, Stickers."

Lightning felt his fenders heat up. Thank the manufacturer he was already red and his blush wouldn't show...

"Whoo hoo!" hooted Mater. "I getta be lug-nut bearer!"

"Actually, I was thinking you'd be best man..." began Lightning.

"Shoot, Roddy can do that!" Mater replied, pointing a tire at Hot Rod.

"Sure," the Firebird replied. "That is, if you want me to..."

"That'd be great," Lightning replied.

Sally gave him one more kiss on the cheek. "I'm going to take Bluestreak to the Wheel Well," she told him. "Good luck with your meeting, Stickers."

"See you soon," he told her.

"G'night, soon-to-be-Mrs.-McQueen!" shouted Jazz as she led Bluestreak down the road. "C'mon, Lightnin' an' Mater, Prime's waitin'."

"See you in the morning," Hot Rod said, waving a tire. "Oh, and congratulations again on the cup. You ran a good race."

"Will you race again next year?" Lightning asked.

"Maybe," Hot Rod replied. "If the war lets us. We'll plan on it, anyhow."

Mater laughed as he and Lightning trailed behind Jazz. "_McQueen and Sally parked b'neath a tree -- K - I - S - somethin' somethin' somethin' - T!"_

Lightning followed the Porsche through town, weaving his way around piles of unconscious mechs and vehicles. Bumblebee and the Aerialbots were scattered beneath the awning of the V-8, all graced with brand-new pastel paint jobs courtesy of the Lambo twins. Said twins snored near the Delinquent Road Hazards, who had been released from impound in order to make room for the Stunticons. A cluster of smaller robots -- Blaster's cassettes, Hot Rod had explained -- were curled up in Hound's and Sarge's seats. Lizzie snored on her porch, flanked by Mirage and Ironhide. Everywhere he looked, it seemed, a vehicle or Autobot was sleeping off the effects of the victory celebration, some looking rather worse for the wear.

Jazz led them to the drive-in theater on the outskirts of town, stopping to transform once they reached the theater. Lightining scanned the gathered Autobots, picking out familiar faces. He knew Prime, of course, and Prowl, Jazz, Ratchet, and Grimlock, but the others...

"Come on forward, we don't bite," a tall red and orange mech invited, grinning broadly. "You must be Lightning McQueen."

"Yeah, that's me," Lightning replied. "And you are..."

"Blaster, leader of the cassettes," Prime answered. "You know my second-in-command and strategist Prowl, Special Operations officer Jazz, Chief Medical Officer Ratchet, and the leader of the Dinobots Grimlock." He gestured to the other unfamiliar Autobots as he named them. "This is Silverbolt, leader of the Aerialbots; Hot Spot, leader of the Protectobots; and Red Alert, our Security officer."

Lightning gulped. He was standing before the leaders of the Autobot army! He wondered what exactly they wanted with him...

"Why y'all got such funny names anyhow?" asked Mater, earning a solid thump from Lightning's door. "What?"

"And Lightning and Mater AREN'T funny names?" muttered Red Alert, earning a glower from Prowl.

Prime nodded down at the two vehicles. "Lightning McQueen and Tow Mater, the two of you should be commended for your acts of service and bravery toward the Autobots -- Lightning assuming leadership and planning strategies during the Dinoco 400 battle, and Mater defeating Megatron at said battle. I and my officers have spoken at length, and we agree that such behavior deserves to be recognized in some way."

Lightning felt himself blushing again. "We were just helping a friend out..."

"And risked your lives in the process, not something many beings are willing to do," Silverbolt told him, smiling slightly.

Prime turned and nodded to Ratchet, and the CMO stepped forward and bent low to apply something to Lightning's left front fender. He twisted his frame and squinted to see what exactly it was. A badge of some sort? No, it was a crest -- the red Transformer face that every Autobot wore on his frame.

"What's this for?" he asked.

"Congratulations, McQueen and Mater," Prowl told them, saluting. "We declare you honorary Autobots."

He stared at the decal a moment, feeling an odd pride swelling in his systems. Hearing that Prime and his troops held him in high enough regard to consider him one of them was more of an honor to him than anything, even winning the Piston cup.

"This fraggin' decal isn't going to stay on very long," complained Ratchet, slapping the Autobot crest onto Mater's door where the rust appeared to be thinnest. "When was your last paint job?"

"Hey, nice," Mater marveled, waggling his door. "Looks good, dun it?"

"Sure," Lightning replied, not having the heart to tell his friend the shining crest on his rusted door panel clashed weirdly.

Prime saluted the two vehicles, and the other officers present followed suit -- even Grimlock, albiet reluctantly. "Thank you for everything, including accepting Hot Rod as a friend," Prime told them. "If you or your town ever need help, contact us. We always protect our own."

Lightning raised and tilted a tire in a salute of his own. "And if there's anything we can ever do for you, give us a call. We watch out for our friends."

Prime nodded. "Autobots, time to turn in. We roll out in the morning."

"Hopefully after everyone has a chance to get over their hangover," quipped Blaster. "'Specially you, Jazz. You had more than the twins and Wheeljack combined."

"Heh, the Jazz-man don't get hangovers," Jazz fired back.

Lightning laughed and headed off for the motel, Mater not far behind.

**Author's Note**

For those of you reading my work for the first time, I always have to put in my two cents' worth at the end of a fic, so please bear with me. For those who already know the drill, kudos to you for actually reading this.

This story came to life via a combination of sources. I've loved the Pixar movies ever since _Toy Story _hit theaters, and though movie critics disagree with me, I think _Cars _is one of the best so far. The Transformers are a fairly new interest for me -- I watched some of the episodes as a kid, but I have fanfic author Roseprincess1 to thank for re-introducing me to the characters and their surrounding fandom. And after watching _Cars _for the umpteenth time and reading one too many TF fanfics, I was hit with the insane idea...

I first hoped to make this fic a one-shot, but as I wrote I realized there was no way I was going to be able to condense everything into a single chapter. So I expanded to three chapters, planning to stop there. Then my brother read the story up to Chapter 3 and announced that the ending needed work. The result -- three new chapters and an epilogue. If you read and enjoyed the action in Radiator Springs and the Dinoco 400 rematch, then thank my little brother.

Lightning's three rookies are my own creation -- I was hoping to give them a bigger role in the story, but unfortunately that never happened. Dirk Weathers takes his first name from Clive Cussler's "Dirk Pitt" book series, and of course his last name comes from _Cars _itself. Misty Firestone is named after the Firestone brand of tires, and Vince DeLorean's surname is a tribute to the time-traveling car in the _Back to the Future _movies.

The racer Hot Rod identifies as Steelie Dan in Chapter 2 is named after a 70s rock band. Medford, the racer wiped out by Dirk and Misty in Chapter 6, is an actual _Cars _character who makes a brief appearance in the film and is mentioned by name in the video game.

Yes, Prime's repaint and Jazz and Prowl's reactions in Chapter 5 are my own little dig at the upcoming movie. At least Prime's getting off lightly compared to Megatron...

As for canon... let's just consider this an AU. The _Cars _video game is the intended sequel to the movie, and I know this "sequel" completely contradicts it. I have no idea where this story would fit into the TF timeline. You can decide for yourself whether or not the 1986 Transformers movie happens in this universe, but I myself will happily pretend it doesn't exist in this timeline.

Thanks again to Roseprincess1 for beta-reading this fic and answering my questions, my brother for inspiring the new chapters, and Pixar and Hasbro for creating such quirky and fun characters.

Also thanks to the many people who have read and enjoyed this story. Keep an eye out -- this will probably not be my final foray into the TF world. Be afraid...


End file.
